Fighting Crime, Spinning Webs
by thebandragoness
Summary: Following the death of the Green Goblin, our favorite Wall-Crawler's had a little break from fighting supervillains, though unfortunately he's had no such luck getting together with Gwen, who's still with Harry. Will this newfound era of peace last, or will more diabolical villains crawl out of the woodwork to make life tough for old Web-Head? Tune in to find out! Excelsior!
1. Dramatic Irony

**Author's Note: Face front, true believers! Today we bring you another scintillating tale, guaranteed to be packed with non-stop action and heart-racing drama for our favorite web-slinger! Excelsior!**

* * *

The man behind the counter gave him a dry stare. "Kid, look, I'm not stupid. I know what's going on here."

The kid shifted in place, pulling his hoodie tighter over his face. "What are you talking about? Nothing's going on here. I just want to buy this stuff." He held out the bag in his hand.

"Yeah," said the man, whose name tag identified him as "Bruce." "And you've wanted to buy that stuff every time you've come in here since last summer. The exact same chemicals in the exact same quantities every single freakin' time." He leaned in closer, his eyes narrowing. "The only thing I don't get is what kind of drugs you could possibly be making that need _a ten-pound __sack__ of __liquid __cement__!_"

The boy looked down at the sack resting by his foot. "Uh, no, it's nothing like that!" he said quickly. "See, I, uh, I'm a science geek, and I use the chemicals and stuff for a... a science fair project!"

The man raised an eyebrow. "A science fair project that's been going on nonstop all school year?"

There was a prolonged silence.

"Yes," said the boy.

* * *

"I can't believe he bought that! Sheesh, that's the last time I shop at Campbell's Chemistry Emporium."

Peter breathed a sigh of relief as he set the supplies down at his workstation. "Man, I bet it's crazy expensive everywhere else, though. Wonder if I could swipe some chemicals from the ESU lab...?" As he spoke, Peter set to work pouring vials of multicolored liquid together into a mixing bowl (Aunt May was out with Mrs. Watson. He'd have it washed and put back in no time). "Well, okay, I wouldn't steal if it was from the Connors, but they left town, and that Warren guy's a creep. He deserves to have a few chemicals stolen, doesn't he?" Next came time to pour in the liquid cement. "Ah, what are you saying, Pete? You're better than that."

Next came the eggbeaters for stirring (He'd wash those, too).

"_Can he cook? He can bake. He makes radioactive cake. Look out... here comes the Spider-Chef!_"

Now for the hard part. Getting all that fluid into the tiny little capsules was tricky, but Peter had had plenty of practice.

"And... voila! Now all that's left is to give it a test run." The shooter snapped around his wrist with a pleasant _click_. Peter's eyes fell on an empty Coke can on the far side of the basement.

_Thwip._

Said can was now in his hand.

"And we've got webs." The dryer abruptly stopped humming. "Oh, and the costume's ready. We're in business."

Peter left the web-shooters on his work-table and ran for the laundry basket.

"Webs, check. Costume, check. Witty repertoire, check. Finally, the fun part of the day can start. I'll stop some petty thieves, get crucified by the media, fight for my life with animal-themed supervillains... It'll be a hoot!" Peter couldn't help but grin as he dug his mask out from the gigantic pile of identical blue t-shirts in the machine.

"Note to self – stop monologing out loud every time you're alone. It's starting to get weird."

* * *

_Thwip. Thwip._

A "Wahoo!" escaped Spidey's mouth as he came off the arc of his swing. This was the best – the pleasant March air, the wind in his spandex... It felt like he belonged up here, dancing between buildings, rushing past rooftops-

Ah, there we go. Now he was monologing in his head like he was supposed to.

Spidey stuck himself to a skyscraper so he could get a better look at the streets below. Hmm... no crime as far as he could see. Definitely not any thematically appropriate mega-criminals swearing vengeance on him. In fact, the streets were cleaner than they'd ever been. With the feds still breathing down Tombstone's neck, the Big Man's whole operation was frozen with fear, and there hadn't really been any more supervillains since Gobbie blew himself up.

So the head of Oscorp dies, and suddenly all the mysterious new supervillains stop appearing? Probably just a coincidence. Yeah.

Well, it'd been twenty minutes and Galactus hadn't burst out of nowhere to eat everyone. This was boring. Spidey was hanging up the costume for the morning.

_Wait, was that a purse snatcher?! _...No, no, looked like that was the lady's nephew helping her cross the street or something. Ugh. Lame.

Was it wrong that Spidey was starting to miss Doctor Octopus?

* * *

The halls of Midtown High were eerily empty. Huh. So _that's _what it was like to get to school before the bell rang. Well, Flash and his cronies were still lurking the halls as usual, but honestly, ever since he'd hooked up with that Sha Shan girl, Flash had mellowed out quite a bit. It'd reached the point where Peter actually _didn't_ impulsively cringe every time Flash came near.

Peter leaned back against his locker and checked his phone. It was an older model – the nicest the Parker family fortune could afford. Well, actually, he _did_ have one of those newfangled Osberries, but Peter had left that buried in his closet somewhere seeing as it had Norman-germs all over it. As a general rule of thumb, superheroes shouldn't use any gadgets that were given to them by their arch-nemesis.

Peter strained to read his phone's cracked screen. To the surprise of no one, Gwen hadn't returned his texts. No word from her since the funeral. Great. You confess your love for someone who can't break up with her boyfriend out of pity, and suddenly everything's all awkward between you. Relationship drama? Just another Thursday in the life of Peter Parker, teen heartthrob.

"Ugh, get a look at that weirdo!"

A shrill noise hit Peter's ears, shaking him from his thoughts. That would be Sally Avril. Her voice could pierce the Rhino's hull. Peter glanced over at Flash's gang, who seemed to be moving away from the outdoor picnic area. Out of equal parts boredom and curiosity, Peter headed outside to see what all the commotion was about.

Sitting at the picnic table was a girl Peter has never seen before, and from the looks of things, more than a few students were starting to make a wide radius around her while whispering and giving her funny looks. That might have been because the girl was surrounded by a pack of animals. There was a dog on her lap, birds on her shoulders... Even Midtown's resident stray cat was cuddling up against her legs and purring, and that cat bolted at the sight of people.

The girl didn't look particularly bothered, but being a lonely weird kid who attracts negative attention was a situation Peter could empathize with, so he approached her. The presence of Puny Parker seemed to cancel out the girl's own weirdness – the bystanders lost interest and carried on with their lives.

"Uh, hey, there," Peter began. "What's with all the animals?"

The girl looked up at him and smiled. She had messy, dark hair, and she wore plain jeans and a wrinkled t-shirt that looked like it'd been slept in. Peter got the impression she wouldn't have been considered super normal even without the animals.

Before the girl could answer, the dog pounced on Peter. Luckily, it was more of a "I want you to pet me!" pounce than an "I want to kill you!" pounce. Didn't even set off his spider-sense.

"He says he likes you," the girl chuckled.

"What's his name?" Peter asked, scratching the dog's ears.

"Sweaty Meatsmell," said the girl. "Well, that's what he named himself, anyways."

Oooookaaaay, Peter was starting to see why people were calling her weird.

"Right. So..." Peter fought to look casual. "Haven't seen you around before."

"I'm new."

"What did you say your name was?"

"Sophia." The girl extended a hand to shake.

"Peter." The handshake was accepted.

"Oh, I already know who you are." Sophia smirked at him. "You're Spider-Man."

Remember how Peter was fighting to look casual? Yeah. "WHAT NO I'M NOT- I mean, uh-!" He cleared his throat. "What makes you say that?"

Sophia shoved her cell phone into his face. Onscreen was a blurry video of Peter's favorite slimy black supervillain waving at the camera and yelling, "_Hey, reporters! Over here! We've got a big scoop for you! Peter Parker is Spider-Man!_"

"Oh yeah. That." Peter's heart wasn't racing quite as quickly anymore. "Look, Venom – err, the black Spider-Man – he's a crazy supervillain. He just thought I was Spidey because I take pictures of the Web-Head for the Bugle, and there was this stupid rumor after I dressed as him for Halloween. The Bugle published this big front page story proving Venom wrong. Didn't you read it?"

"I did," nodded Sophia. "I didn't believe it, though."

"Of course you didn't..."

"You've got a huge following on the internet." As she spoke, Sophia thumbed through her phone. "That Venom video's all over Youtube. Here, someone did a ten minute dance remix-"

"No, no, I'm good, thanks!" said Peter, recoiling. "Sophia, look, the last time that Spider-Man rumor was a thing, I was hounded by reporters, like, everywhere I went. I swear I'm not Spider-Man. Could you please not make a big deal about this?"

"Whatever you say, Spider-Man," smirked Sophia, trading glances with one of her pigeons. "But if you weren't Spider-Man, how would you take all those pictures of him?"

Peter stifled a groan. "He rings my cell before he does anything cool. Dude's a total glory hound."

"Uh huh." Sophia made a show of rolling her eyes.

"Look, here, I can prove I'm not Spider-Man!" Suddenly, Peter shoved his wrists in Sophia's face, then pressed his middle and ring fingers against his palms. Nothing happened. "There. If I was Spidey, you'd be covered in webs right now."

Phew, that was a close one. Good thing the general public had no idea Peter's webs weren't organic. Which was great because that would be gross. But also a lot cheaper... Okay, organic web-shooters wouldn't be _so_ bad.

"Hmm..." Sophia looked thoughtful for a moment. "That _would_ be pretty convincing..." She gestured to one of her pigeons. "...if Tailfeathers hadn't seen you changing out of your costume behind the trash can."

"What, so I'm supposed to believe you can talk to animals?" said the boy with the proportional strength of a spider who could stick to walls and had precognitive senses.

"Believe whatever you want," shrugged Sophia. "You keep your secrets, I'll keep mine. So, uh, by the by, Liz Allan broke up with you, right?"

Peter made a pouty face. "_I_ broke up with _her_."

"Whatever. You're single now, right?"

"You're not using my Spider-Manness to blackmail me into dating you, are you?"

"Well..."

The bell chose that exact moment to ring.

"Ah! I'm gonna be late!" Peter bolted for the doors with surprising speed. "We're finishing this conversation later!"

"I look forward to it!" she called after him.

And with that, he disappeared into the school hallways, leaving Sophia far behind. So now Peter could add "crazy animal lady" to his ever-growing harem. Hurray.

* * *

The light turned green, opening the floodgates for New York's regular storm of high-speed traffic. Any sane person would've noticed the change and stopped at the edge of the crosswalk.

But six-year-olds aren't the sanest people ever.

_Honk honk!_

"Ahh!"

_Thwip._

An elastic strand of sticky goodness sent the little girl flying back to the sidewalk.

"Hey, you!" A red-and-blue-clad hero landed at the girl's side. "You okay?"

"Thank you, Mr. Spider-Man!" The girl immediately threw her arms around his waste.

"Please, Mr. Spider-Man is my dad. Call me Spidey." Spider-Man knelt down to place a hand on her shoulder. "Didn't your mom ever tell you to look both ways before crossing the street?"

The girl shook her head. "She's not a very good mom."

"Um, okay, then." Spidey glanced around. There were plenty of onlookers, but none were running forward to claim the kid. "Say, where _is_ your-?"

"_Get your hands off my daughter!_" She was, naturally, right behind him. The woman looked like a slightly younger Aunt May, only about a gazillion times less endearing.

"Hey, there you are," said Spider-Man. "Your kid was all alone-"

"I know all about you!" snapped the woman. "I read the Bugle!"

"Oh, well, then, clearly you're an enlightened individual."

"_Get your hands off my daughter!_"

Spidey threw his hands in the air innocently and backed away. Just before swinging off, he traded glances with the little girl.

"I see what you mean, kid."

* * *

"_Thsizzastckp_," the man muttered.

"What?" asked the girl at the counter.

The man sighed and poked his gun further out his jacket pocket. "This is a stickup," he said slower. "Gimme all your money. But, err, don't make a scene or nothin'."

"...Okay?"

The girl handed over all the money in the cash register. The robber stuffed it into his jacket, then did his best to look casual as he exited the drug store.

_Thwip._

"Ah, trying to do a stealth robbery, are we?" said a brightly-colored man dangling upside-down off a nearby lamp post. "That seems to be a popular Spidey-evasion method with the crooks these days. Well, sorry to tell you this, but you've gotta get up pretty early in the morning to pull a fast one on your friendly neighborhood-"

Unfortunately, Spidey couldn't finish the quip because the thug made a run for it. Ugh, he hated when that happened.

"Uh oh," said Spider-Man, hopping after him. "The Sinister Six, I can handle, but I might have met my match with Generic Drug Store Robber Man." He smashed his middle and ring fingers into his palms.

A little too hard, apparently. There wasn't just a _thwip_. There was an ear-splitting _KER-SPLOOSH!_

Several minutes later, the dust cleared to reveal what looked like ground zero of a web fluid asteroid impact. There was webbing over the sidewalk, the shop windows – heck, it'd even trapped a few cars at the edge of the road.

"What the-?" You couldn't really tell with the mask on, but Spider-Man's jaw was hanging open. "_No_. I must've mixed up the formula wrong." That's when he spotted the misshapen lumps under his gloves. "And now my web-shooters are broken. Fantastic."

But Spidey didn't have time to wallow in self-pity. Suddenly, a horrible thought struck him. He dashed to a robber-shaped lump of webbing in the sidewalk and ripped it off around the head area. The robber immediately gasped for air.

"I am _so_ sorry!" said Spider-Man. "Oh, man, this is really embarrassing. This usually doesn't happen, honest."

"Spider-Man!" As if to make the day even better, the wonderful sound of police sirens hit Spider-Man's ears. He spun around to find a pair of officers racing towards him – though they couldn't get too close unless they wanted their feet glued to the pavement. They were a weasel-faced man and a short-haired, darker-skinned woman. Spidey recognized them as Sergeants Carter and DeWolff.

"Hey, Web-Head." Carter grinned at the chaos. "You really got that guy."

DeWolff, however, was less enthused. "Isn't stopping petty thieves beneath you?" she spat. "The police could've handled this. You're just showing off! You didn't have to use this much webbing."

"_My web-shooters broke!_"

"What?" DeWolff looked lost. "Broke? Aren't your webs organic?"

"No, they're- Look, it's not important." Spidey buried his palm in his forehead. "Just let me clean up my mess-"

"If you're going to stick around, why not come with us to the station so we can ask you a few questions?" DeWolff took a step towards him.

"Oh darn, I forgot to water my plants! Bye!" Spidey pounced into the air and fired a web... and then smacked into the pavement. Oh, right, his shooters were busted.

Spidey slowly turned to the officers. "No one. Say. _Anything_." He jumped on to the wall, sprinted up a building, and vanished over the rooftop.

* * *

The man had been pretty invested in reading the newspaper, but his attention was torn away when he noticed the person in the seat next to him was wearing a skintight red and blue suit.

"Hey! Are you the real Spider-Man?"

"Uh huh," said Spider-Man.

"Why are you taking the subway? Why aren't you, y'know, web-swinging to wherever you want to-"

"_This is so __unfair__!_" yelled Spider-Man, throwing his arms in the air. "Does the Human Torch ever run out of fire? Does Ant-Man ever run out of ants?"

"You ran out of webs?" Spidey's co-passenger looked thoughtful. "Hey, I know! Next time, why don't you try loading up on carbs? Maybe then your body will produce more-"

"THEY'RE NOT ORGANIC!"

* * *

"Back so soon?" Bruce gave Peter another one of his dry stares. "Either you made a big sale, or you just couldn't help yourself and smoked the entire-"

"I'M NOT MAKING DRUGS!"

* * *

"Ugh."

Peter collapsed onto the living room sofa. Aunt May was already in bed, and even if she wasn't, it's not like he could complain to her about how horrible his day had been without mentioning the fact that he spent his free time dressing up in a brightly-colored costume to fight crime.

You know, he'd never really thought about it before, but having a secret identity was... lonely. Peter had been Spider-Man since last summer, and how many people knew about it, exactly? Eddie Brock? Yeah, he'd make a _great_ therapist for Peter. Of course, Peter could always just come clean... except if Aunt May ever learned the truth, she'd have another five consecutive heart attacks.

Peter sighed and shut his eyes. The grizzled face of Captain Stacy flashed through his head. Well, Peter didn't know for a fact if Gwen's dad knew, but... Oh, come on, he totally knew. But what was Peter supposed to do, go up to him after class and say, "Excuse me, Captain Stacy, I'm constantly battling supervillains and it's traumatized me. Can I cry on your shoulder?"

A pigeon darted past the window. Oh yeah, Peter could always go to crazy animal lady. _That_ was gonna happen.

Peter buried his head in his hands. And on top of everything else, now he wasn't just broke, he was _double_ broke because his stupid shooters had busted and he'd wasted all his web-fluid. This was all his fault. Those poor web-shooters had been working overtime since summer. They were bound to give way eventually, and, really, better it happen against a random mook than a supervillain, right? And at least, with so little crime to fight lately, the web-explosion had made for some pictures Jameson would eat up. Peter could see the headlines already: "SPIDEY WEBS HIS PANTS!"

Peter wondered if it was worth it to let the symbiote possess his brain just so he'd have unlimited webs.

"...believe it or not, the singer's baby was found driving the car for a _fourth _time. And now we bring you to an exclusive interview with the head of the Daily Bugle, Mr. J. Jonah Jameson."

Peter's attention was turned to the TV, which had been left on with the volume low. The face of the greatest human being in the whole world was plastered across the screen.

"So tell me, Mr. Jameson," said the news anchor, "why the vendetta against Spider-Man in particular? Why not one of New York's other superheroes?"

"The answer's simple, Trilby," said Jameson, looking quite pleased with himself. "The Wall-Crawler is the only big-name hero who wears a mask! What's he got to hide, huh? The people don't need to worship some vigilante who doesn't answer to anyone but himself. What New York needs is a higher caliber of hero! Someone selfless and brave who doesn't hide behind a mask. Someone like – picking at total random here – Colonel Jupiter. Now _there_ was a superhero!" He glared into the camera, as if he was staring at Peter himself, and added, "At least until Spider-Man ruined him."

"_That's it!_" Peter grabbed the remote and smashed the power button. "You're welcome for saving your son from alien spores, you-" He proceeded to use a word the Comics Code would not approve.

Peter buried his head in the couch cushions. This royally sucked. He had no (ANGST WARNING) money, no girlfriend, no- no _uncle_. His best friends were both insane and hated either Peter or Spider-Man or both! The public hated Spider-Man when he had done _literally nothing but save lives_ his entire career! They were _still_ paying the bills from Aunt May's heart attack! The Connors moved away, meaning Peter's internship at ESU was now being handled by that skeevy Warren guy! And thanks to Venom, Spider-Man's secret identity was all over the internet! In auto-tuned dance remix videos!

Peter groaned and rolled over on the couch cushions. Yay. Being Spider-Man was so much fun.

"Tell me there's something better..."

* * *

Had Peter kept the TV on, he would have caught the part where the news anchor said, "And here in the studio for our second exclusive interview, we have the little girl who, as seen in this dramatic cell phone footage, was seemingly almost abducted by Spider-Man until her mother scared the Wall-Crawler off."

The camera zoomed in on the girl's adorably innocent face.

"See? What I tell you?" came Jameson's voice from offscreen. "How much more proof do you need that he's a menace?"

"How did it feel?" asked the anchor. "Were you scared?"

"No," the little girl said simply. "Spider-Man didn't try to a-duck me. I didn't look both ways before crossing the street, and I was gonna get hit by a car, and then Spider-Man saved me!"

"Huh-guh-_Wha_?" came Jameson's voice from offscreen.

The little girl smiled into the camera, revealing a few missing teeth. "Thank you, Mr. Spider-Man."


	2. Foreshadowing

"_Peter Parker is, Peter Parker is SPIDER-MAN! Peter Parker is, Peter Parker is SPIDER-MAN!_"

The footage was looped backwards and forwards to make it look like Venom was dancing.

_Da na-na-na-na, da na-na-na-na-na._

Peter stared at the computer screen for a solid minute. He wondered if it was possible to hang himself with his own webs.

"What's that, Parker?"

"Nothing! Nothing!" Peter quickly closed out the tab before Mr. Robertson could get near. "I was just, uh..."

Mr. Robertson barely concealed a smirk. "Please don't tell me you're using the Bugle's computers to look at things you shouldn't be."

Peter fought the urge to make a quip about Venom's sexy dance moves.

"Say, are you good with computers?" asked Mr. Robertson, taking a sip of his coffee. "I know superhero activity's been slow lately. If selling pictures isn't enough to cut it, we're always looking for a new web designer."

"Thanks, I'll think about it," Peter said absently, standing out of the computer chair. "So is the Jolly One here yet?"

"He just went into his office."

"Thanks."

Peter braced himself, then opened the office door. His ears were immediately inundated with, "_-and if you don't bring me my blood pressure medicine in four-point-eight seconds, you're FIRED!_"

"Excuse me, Mr. Jameson?"

Jameson spun around in his desk, his mustache quivering with barely-restrained rage. Peter feebly handed him a stack of photos.

Jameson stared at them like they were diseased. "What's this supposed to be?" He worked his way through the pile in seconds, tossing photos every which way. "Crap, crap, _giant_ crap, crap, crap- Hey." Finally, he reached the very last photo in the stack (Its placement had been deliberate, for the record). "This one." He held out the picture to Peter, a slimy grin on his face.

Peter reluctantly looked at it – the one photo in the batch that was of a web-filled sidewalk, complete with Dewolff making an angry face at Spider-Man.

"Looks like the Web-Head had a little accident." Jameson cackled to himself. "The headline writes itself: _Spidey Webs His Pants!_ Guess the freak can't control his powers as well as he thinks he can!"

"Maybe his web-shooters just malfunctioned," muttered Peter.

"What are you talking about, you idiot?" snorted Jameson. "Spider-Man's webs are organic. Everyone knows that! Now get out of my office! I'm a busy man!"

"Yes, sir." Peter impulsively reached for the doorknob, but then he stopped himself and spun back around. "Wait a minute, I'm not just handing over that picture for free!"

"Geez, kid, it's just one picture," said Jameson, leaning back in his chair. "How much do you want from me?"

"Well..." Peter's eyes met his shoes. "Aunt May and I have been stretched thin lately. A little extra wouldn't hurt."

He already knew the answer before it flew out of Jameson's mouth alongside all the spittle. "Do I look like I'm made of money, Parker? You want extra? Then how about you take some pictures of that Oscorp ceremony thingy that's going on today?"

"Harry's party?" said Peter. "I was already planning on going."

"You come back from it with pictures of the supervillain that attacks it, and _then_ we'll see about getting you 'a little extra.'"

"Sure thing, JJ-" Peter did a double-take. "Wait, how do you know a supervillain will attack it?"

"Oh please, I know the drill by now," said Jameson. "It's a fancy party for a shady company. Some bad guy in a stupid costume will attack it for whatever reason, and then Spider-Man will show up, probably collaborating with 'em, and _you_ need to be there to take pictures of it!" He pointed at Peter dramatically.

"Oh, come on, we don't get costumed supervillains _that_ often."

* * *

"Hand over your money or face the wrath of THE GRIZZLY!"

Pedestrians were sent fleeing through the streets in terror as a gigantic man tugged on a lady's purse. He was actually in incredibly good shape and had a pair of striking emerald eyes, but these qualities were somewhat overshadowed by the fact that he was dressed from head to toe in a brown bear costume (with his head inside the bear's mouth like it was eating him).

"Let me guess-" _Thwip_. "-the grizzly bear's your spirit animal?"

A strand of gray goop hit the Grizzly in the back of the neck. He spun around to snarl at the costumed do-gooder hanging on a nearby building. "Spider-Man! How dare you interfere? I will rip the marrow from your bones!"

"No, no, wait, I've got it!" Spidey sprang off the building and over the Grizzly's head. He landed behind him and delivered a sweeping kick to the Grizzly's legs, his mouth running the whole time. "You missed your convention, so you got angry and decided to snatch a purse!"

"SAY YOUR PRAYERS, WALL-CRAWLER!"

Spidey ducked a claw-swipe. "No, wait, I know, that lady called DeviantArt stupid, and you were enacting vengeance. Am I right?"

He fired his webs... only to hear a _click_ instead of a _thwip_. Oh yeah, Spidey's web-shooters were currently being held together with duct tape, and consequently, they jammed every third time. Spider-Man remembered this fact just in time to get a full-on Grizzly tackle.

"I _really_ hope you wash this thing regularly," said Spidey, yanking his face out of the Grizzly's fuzzy chest.

"I want nothing more than to taste your flesh!" The Grizzly wrapped his arms around Spidey and squeezed.

"How 'bout a taste of spider-punch?"

_Crack! _Spidey slammed his fist into the Grizzly's gut. The Grizzly roared with pain, releasing Spider-Man and tumbling backwards.

"Wait, didn't Chameleon use that line once?" said Spider-Man. "Eww, now I feel dirty. Dirtier than from wrestling with _you_, I mean."

The Grizzly, however, didn't seem to have heard him. He was rolling around on the sidewalk, screaming. "AGH! You broke my freakin' ribs!"

"Really?" Under the mask, Spider-Man blinked. "I mean, I didn't pull my punch, but don't you have super strength or something?"

"No! Oh God, I need a hospital..."

"So... So you're telling me..." Spidey's voice was shaking with incredulity. "...you don't have any superpowers at all? You're seriously just a regular dude in a bear costume?"

The Grizzly nodded feebly.

Spidey snickered. Then he burst into hysterics.

"It's not funny!" yelled the Grizzly.

"-ahahahahaha! Oh, dude, I'm so embarrassed for you! This is like the superhero equivalent of Thor descending from the heavens and zapping a purse snatcher with lightning! Hahahaha-"

The Grizzly folded his arms. "Are you going to get me to a hospital or not?"

"Yeah, yeah, okay." Spidey webbed the Grizzly up and slung him over his shoulder. "So, uh, if it doesn't give you super powers, why the bear costume? You weren't _actually_ on your way to a furry convention, were you?"

"I don't have to answer that," the Grizzly said stiffly.

* * *

Okay, if _that_ was the most fearsome supervillain Spider-Man had faced since Norman's death, he couldn't say he shared Jameson's optimism about the Oscorp ceremony getting attacked. Which was a good thing, really. Supervillains attacking people was bad. In fact, Peter was kind of hoping Green Goblin was the last of 'em and his web-slinging career would be smooth sailing from here on out. Heck, he'd already rounded up all the pumpkin-heads, seeing as without Gobbie to direct them, they were less of an elite army and more of a bunch of misguided teenagers.

The only problem was a lack of supervillains didn't sell many pictures. Ah, well, maybe Peter would take Robbie up on that web designer job after all. Frig, he was gonna have to learn HTML.

"Peter! Glad you could make it!"

Peter was shaken from his thoughts by the door swinging open. Out stepped Harry, who ushered Peter into his bedroom. The two of them had their hair brushed all tidy and were decked out in their nicest suits (One's suit was a bit nicer than the other's. No points for guessing whose).

Peter took a look around the bedroom. This place had been Harry's, Gwen's, and his old haunt for years. It had everything – shelves lined with books and comics, a gigantic bed, and an even bigger TV surrounded by every video game console known to man. A separate shelf held Harry's extensive video game library, every last one of which had been played to 100% by Harry and Peter. Harry's favorites were the Ratchet &amp; Clank games, though Peter had always been more of a Spyro guy himself.

"I saw your balcony," said Peter. "It looks really, uh..."

"Not exploded?" offered Harry.

"Yeah. That."

"Mom wanted everything fixed up as soon as possible," said Harry. "So there wouldn't be too many, y'know..." His eyes darted away. "...reminders."

There was a solemn silence.

"How many people know about your dad?" asked Peter.

"You, me, Mom, Gwen, the Chameleon, and... Spider-Man." Harry bowed his head. "Everyone else thinks the Goblin blew him up in a suicide bombing."

"Well, technically, they're not wrong..."

Harry scowled at him.

"Sorry," said Peter hurriedly. "Thanks for telling me the truth, by the way. It means a lot that you trust me, bro."

Harry struggled to smile. "Of course I told you. You're my best friend." But it vanished as quickly as it came. "I just wish Spider-Man didn't know. Criminals like him and Chameleon... who knows who they'll tell? They could ruin my dad's name."

"Yeah, Chameleon might..." Peter's eyes darted away. "But, Harry, listen, Spider-Man's one of the good guys. He's saved Liz, he's saved Gwen, he even saved your dad from the Vulture. Even at its worst, the Daily Bugle's never accused the guy of murder. I'm sure Spider-Man didn't _want_ your dad dead."

"Yeah, I guess..." Suddenly, Harry grabbed Peter's shoulders. "Peter, you know Spider-Man, right? You take his pictures for the Bugle. Can you ask him to meet me? I just want to talk."

Of course, Peter's first impulse was to say no way José, but he couldn't help but sense the urgency in Harry's voice. "I'll see what I can do."

Harry's smile returned. "Thanks, bro."

Peter glanced back towards the doorway, where he could hear the faint hum of conversations from outside. "Almost time for the ceremony to start. How are you feeling?"

"Good," Harry said immediately. "Bad. I don't know." He let out a heavy sigh. "I mean, don't get me wrong, I can't believe my dad had this much faith in me after all. I thought he... thought he just saw me as a screw-up. But it's gonna be beyond stressful, y'know? Heck, I'm still in high school! I might have to drop out and switch to tutors again." He took one last look over Peter. "We probably won't see much of each other after today, so I just wanted to say... thank, Pete. For everything."

"Harry?" Harry's mom stuck her head through the doorway. "Honey, it's time for the ceremony."

"Coming, Mom."

After that, Peter left Harry's room and slipped into the humungous crowd filling up the penthouse. The top floor looked like it'd never seen a pumpkin bomb eruption, and it was packed to the brim with old dudes in suits – with one important exception. Peter caught sight of a certain blonde and pushed his way towards her.

One of the many positive changes Mary Jane had brought to Peter's life was upgrading Gwen's fashion sense. Before, Gwen had looked cute, but now she was MJ-levels of smoking. Right now, she had on the same outfit from Valentine's Day, complete with a pimped-out dress and contacts instead of glasses. Peter caught her eye and waved, but Gwen just frowned. He'd have loved to have a few words, but the ceremony chose that moment to start.

At the head of the crowd, a red-haired man with glasses cleared his throat into the mic. Peter recognized him as Donald Menken, AKA Mr. Green-Goblin-Red-Herring.

"It is my deep honor," he began, deadpan as always, "to usher in a new era for Oscorp. An era heralded by a bright, young mind brimming with potential. The mind of none other than Oscorp's new CEO, Mr. Harry Osborn."

Harry stepped up to the stage and was met with thunderous applause.

Aaaaand that was the last interesting thing to happen for the entire rest of the ceremony. Sheesh, Peter wished Jameson had been right. A supervillain attack would've at least livened things up. After approximately an eternity and a half, the long-winded speeches finally died down and the partygoers were allowed to mingle.

Peter, of course, jumped at the chance to dive headfirst into awkwardness. "Gwen!"

She turned to him and gave a strained smile. Her cheeks were already reddening. "Hi, Peter."

"Sooooo..." Peter forced himself to stop ogling her. That probably wouldn't fly well given the whole "we were gonna break up with our partners so we could hook up with each other and I upheld my end of it but then your boyfriend's dad died and you stayed with him out of pity" thing. Oh, and, uh, best not to mention that out loud.

"So," Gwen repeated.

"So." Peter creased his hair, smearing gel all over his fingers. "How's Harry?"

"Good," said Gwen. "He's been good."

"Good," said Peter.

"Yeah, good."

There was a long silence.

"Did you get my texts?" asked Peter. (Said texts included, "When R U breaking up w/ Harry?", "R we still an item? :( ", and "On a scale of 1 to 10, how devastated would Harry be if you broke up with him right now?")

"I... did get them, actually," Gwen said slowly. "But Peter, the thing is, I-"

"_Why are you talking to Peter?_"

Harry spontaneously teleported between them.

"Wh- Why wouldn't I talk to Peter?" Gwen shrank under his glare. "He's my best friend."

"Well, why don't we _both_ talk to Peter, then?" Harry took her hand in his.

Whoa. What the heck? Peter had seen Gwen stand up to Flash Thompson, but now _Harry_ was pushing her around? That set off all kinds of red flags.

"Hey, Harry," he began, "how have thing been between you and Gw-?"

"Harry, Harry!" Just then, Harry's mother ran up to the group. "Stand up straight and smile, honey. I want you to meet someone."

"Really?" Harry impulsively corrected his posture, though his hand remained firmly stuck to Gwen's. "Who is it?"

"He's an incredibly wealthy philanthropist," said Harry's mom, blinding them with her teeth. "Gives more to charity than everyone else in his income bracket combined. He's won the Nobel Peace Prize _twice!_ And-" She whispered this next part: "-_I think he wants to invest in Oscorp, so be nice_." She held out her arms towards the man walking towards them. "It wouldn't be an exaggeration to say this is the greatest, most selfless human being in New York. I want you to meet... Wilson Fisk."

Peter had to consciously stop his jaw from dropping. The man who approached them was... How could Peter put this? He was a bald guy in a white suit. Only, it'd be more accurate to say he was _ten_ bald guys in a white suit. Peter's first impulse was to run to the buffet table and grab food while there was still some left. Before this moment, he hadn't known human beings came in XL. Or more like XXXXXXXXXXXL! What on earth had happened to this man? Had he been bitten by a radioactive whale?

"It's a pleasure to meet you, young man." Fisk extended a beefy hand for Harry to shake, his fingers the size of fire hydrants. "I see much potential in you, Mr. Osborn."

"Oh no, the pleasure's all mine, sir." Harry looked like he was trying his best not to cry out in agony from having his hand crushed into powder. "The amount you give to charity each year... it's unbelievable."

"Yeah," Peter muttered in Gwen's ear, "but just think how much more he could give if he threw in his Twinkie budget."

"_Peter!_" hissed Gwen, though she looked dangerously close to snickering.

"I think of myself as more of a middleman," said Fisk. "I merely give resources to others so _they_ can do great things. It's companies such as Oscorp that truly advance the world."

"Companies with your resources?" guessed Harry.

Fisk smiled. "Perhaps."

"Mr. Fisk?"

Suddenly, a calm, deep, distressingly familiar voice hit Peter's ears. Just listening to it made him want to shower. With a growing sense of dread, Peter turned to see yet another man in a suit approaching them. This one, while not as big as Wilson Fisk (not even _remotely_ as big), wasn't exactly tiny, and with that balls-on-the-floor voice of his, he was the absolute blackest white guy Peter had ever met who was actually a black guy.

"L. Thompson Lincoln." Tombstone extended an albino hand to shake. "It's an honor to finally make your acquaintance."

Ugh, if Fisk accepted that handshake, Peter was gonna hurl. Tombstone filed his teeth down to points! How did the whole world not instantly know he was evil?

Fisk's hands remained firmly at his sides. "I have nothing to say to you." He turned away.

Okay, score some respect points for the fat guy.

"Well, I'm sorry you feel that way." Tombstone retracted his hand like an embarrassed cat. "I can't imagine why you would."

"Gee-" The words flew out Peter's mouth before he could stop them. "-maybe it's because of that gigantic criminal empire you run in your free time?"

Gwen audibly gasped. The eyes of Tombstone, Fisk, Harry, and Harry's mom all snapped towards him.

"You seem familiar." Tombstone's eyes narrowed. "I know who you are."

Peter went even paler him.

"That Daily Bugle photographer," said Tombstone. "The one who takes pictures of Spider-Man. I suppose it makes sense that you'd think the worst of me, given your place of work." He turned back to Fisk. "But I assure you, what the Daily Bugle printed about me was nothing short of slander. My involvement in the Valentine's Day brawl was an unfortunate accident, which Frederick Foswell seized as an opportunity to make lighting strike twice. The man is desperate to regain the glory of his Silvermane expose. And as any of the many, many criminals put away by Spider-Man lately will attest to, the 'Big Man' of crime was the late supervillain known as the Green Goblin."

"Those words might be better spent on that federal agent tailing you." Fisk pointed to a man at the edge of the crowd, who immediately made an effort to look like he hadn't been eavesdropping.

Tombstone snorted, straightened his suit, and walked away.

Behind his back, Peter mouthed, "_Oh SNAP!_" He turned to Gwen, grinning like a maniac. "Looks like Wilson Fisk eats a lot of things, but Tombstone's BS isn't one of them!"

Gwen was gaping at him. "Wh-What? Why do you care so much about that Lincoln guy?"

"Oh, uh..." Peter's eyes wandered towards the ceiling. "Guess with all the effort the Bugle's put into flushing his name down the toilet, it's kinda hard not to."

Just as Fisk was beginning to walk away, Peter scurried over to his side. "Excuse me, Mr. Fisk?" Fisk took an idle glance at him. "I just wanted to say, sir, it's nice to have a rich guy around here who _isn't_ corrupt. Tombstone could learn a thing or two from you."

Fisk smiled at him. "I wholeheartedly agree with that sentiment." And with that, he walked off.

Well, Peter didn't have time to kiss Fisk's butt (There wasn't enough time in a human lifespan to do _that_). He walked back towards Harry and Gwen, only to discover Harry somewhat forcefully sniffing Gwen's hair.

"Why are you wearing this perfume?" he demanded.

Once again, Gwen shrank like a scolded toddler. "To... smell nice for your party?"

"Don't you know what brand that is?" Harry rolled his eyes. "That's Kingsley's perfume!"

"Who?"

"Roderick Kingsley, a rival of Oscorp!" said Harry, as if it was obvious.

"How exactly can the owner of a perfume factory be a rival of Oscorp?" asked Peter.

That seemed to clam Harry up. "He... just is." He turned away from both of them, finally releasing Gwen's hand. "Screw Roderick Kingsley. I hate that guy."

Peter was about to say something... but then his spider-sense tingled like mad. "What the-?"

There was the sound of shattered glass, followed by screams from the partygoers. Something round and orange landed at Harry's feet.

"Well, well," said a voice. "Someone needs to learn a little respect."

"_Get down!_" screamed Peter.

The bomb made a distressingly familiar shrieking sound as it exploded.

When the pea-green smoke cleared, Harry, Peter, and Gwen were lying several feet from the blast radius. And Peter, incidentally, was face-down on top of the face-up Gwen, who he'd tackled to the floor. Peter wasn't sure if Gwen looked more terrified because of the bomb or the social awkwardness.

"Get off her!" Harry immediately yanked Peter off by the arm.

"Hey, I saved her!" snapped Peter. "This is no time to get jealous!"

"I'm not! I mean we have to run from _that!_" Harry pointed to the wall-sized window leading out to the balcony – the one that had so recently been repaired, and that was now nothing but shards of glass.

But the more pressing issue was the thing above the shards of glass – namely, the gargoyle-themed glider hovering in the air and the goblin standing on it. He had the same grin. The same crazed look in the eyes of his skintight mask. Even the same outfit – the only difference was the purple and green color scheme had been swapped for orange and blue, and the hat had been traded for a hood, complete with a cape that billowed in the updraft the glider generated. His skin was pale yellow, his eyes blood red.

"Holy smoly," breathed Peter. "Jameson was right on the money! I can't believe I just said that!"

"Run! _Run!_" screamed Harry. The partygoers didn't have to be told twice. The next second, the flood of bodies was racing for the fire exits.

"Gwen, c'mon!" Peter helped her to her feet, and then the party of him, Gwen, Harry, and Mrs. Osborn ran for the nearest exit.

"Leaving so soon, Osborn?" Unfortunately, the exit was quickly blocked by a crazy person dressed as a goblin. "Oh, but the party's just getting started. I haven't even given you your present!" He lobbed another pumpkin bomb.

"Harry!" Everyone dived out of the way yet again, but the blast had left them scattered.

"Mom, wait!" Harry's mom had started to run to him, but she froze at Harry's words. "You guys take the other exits! He's after _me!_"

"Aww, how noble!" The goblin made a lovey-dovey face, then burst into maniacal cackles as his glider circled the room.

"Harry-!" Gwen started to protest, but Peter grabbed her arm.

"No time to argue! Down the stairs!"

Peter started running and didn't stop until he and Gwen were outside on the fire escape.

"Geez louise, how many goblins _are_ there?"

"Is- Is that Norman?" Gwen asked breathlessly.

"He survived a point-blank explosion and then decided to murder his own son?" scoffed Peter. "Uh-uh. It's some other guy with the same gimmick." He started back up the fire escape.

"_What are you doing?_" shrieked Gwen, grabbing his arm.

"Call the cops," ordered Peter. "I'm going back up there to get Harry."

"Fine, fine." Gwen clamped her eyes shut and reluctantly released his arm. "But don't try to be a hero, okay?"

Peter had to stop himself from smirking.

* * *

Emily Osborn was not about to win any mother of the year awards. Before her husband died, she'd hardly given Harry the time of day. But to her credit, when a bomb-throwing maniac came out of nowhere to kill him, she stayed with her son, her arms around him, the two of them huddling together in the emptied penthouse, eyes closed.

"I've gotta thank you for staying in one convenient place like this," said the goblin, tossing the next pumpkin bomb up and down in his hand. "Makes things easier for me. I can wipe out what's left of the Osborn lineage in one fell swoop. Or one big boom, as the case may be."

He hurled the bomb.

_Thwip._

But then the bomb changed flight paths and detonated outside over the balcony instead.

"Oh man, Gobbie, don't look now, but you're wearing _orange!_"

The goblin spun his glider around to find a certain arachnid stuck to the wall above a fire escape.

"Don't worry, it's cool, man, I get it." In one swift motion, Spidey bounced over the goblin's head and landed between him and the Osborns. "There was this one time I almost went out in public in my neon pink costume. Boy, would _that_ have been embarrassing!"

"Ah, Spider-Man, somehow I figured I'd run into you here." The goblin bowed theatrically. "Your confusion is understandable, but I am a very different goblin from that green one you're used to. I'm not an idiot who lets himself get blown up, for one thing."

"Hmm, I might need some more evidence before I buy this 'not an idiot' claim of yours."

"Ha. You're funny." The goblin reached into his cloak. "But I... _bring down the house!_" He hurled another two bombs at once.

Spidey ducked, then dived out of the way from the resulting falling rubble. "'Bring down the house?' So you're exactly the same as Green Goblin, only with worse banter? Got it."

"Maybe you're just slow on the uptake!" Next, the goblin tried firing some lasers from his fingertips, but Spider-Man effortlessly dodged.

"Yawn. Seen it. Don't you have any _new_ tricks, Orange Goblin?"

"The name's Hobgoblin." Suddenly, the glider shot towards Spider-Man like a battering ram. Even with his spider-sense, he took a direct hit to the gut.

"Sweet," said Spider-Man, winded. "How much XP do I get for beating you?"

The next thing he knew, Spider-Man was outside the penthouse and miles above the cold, hard street.

"I'll have to make this quick." Hobgoblin wiggled his glider, shaking the limp Spidey off. "Wouldn't want my prey to escape, now would I?"

Hobbie flew back to the penthouse balcony, leaving Spidey to fall to his death. Ha, dummy! It's like he just forgot about Spider-Man's web-shooters!

_Thwip._

Spidey swung towards the Osborn penthouse, releasing his web at the peak of its arc and firing another one.

_Click._

Oh, right. Duct tape.

"Ahhhhhhhhhhhhh~!"

* * *

Harry's mom was already halfway down the stairs, but Harry had only just put his foot in the fire escape when the Hobgoblin made his triumphant return to the penthouse.

"You're not getting off _that_ easy, Osbrat!" Hobgoblin prepared to fire a finger-laser...

"Ta da!" But he wasn't expecting to be bear-hugged from behind. "Guess whose web-shooters decided to work just in the nick of time?"

"I thought they were organic?" muttered Hobgoblin.

"Okay, just for that, you're getting a smack in the face!"

"Well, aren't you an annoyingly persistent one?" Hobgoblin struggled to escape his grasp.

"Yeah, that's what makes me so lovable." Spider-Man freed an arm so he could sock Hobgoblin right in the head. Hobgoblin cried out and crumbled to the floor, going limp. "Whoa, I did it? I won _already?_"

Spidey hopped off the glider, which, without anyone to consciously direct it, flew off the balcony into the distance.

"Man, you went down _way_ faster than the Green Goblin." Spidey skipped towards the unconscious goblin. "I can't wait to see what creative A-list supervillains I face down next. The Buzzard, Zappo, the Iguana, Dirtman, and let's not forget THE HIPPO!"

Spider-Man reached for the Hobgoblin's mask... and that's when his spider-sense tingled. "What the-?"

_Blam!_

Spidey dodged a bullet by millimeters. Like, a literal bullet.

"Where did-?" He turned towards the fire escape... where Harry was holding a pistol in his trembling hands. "Harry, what the heck, dude?"

"_You killed my dad! You killed my dad!_" Harry fired off another couple shots, but none really came close to hitting their mark.

"Harry, I-"

"Surprise!"

Spider-Man didn't have time to finish his thought because the next split-second, the Hobgoblin sat up and lobbed another bomb at Harry.

"_Harry, no-!_" _Thwip_.

_Thank God _the shooter didn't jam, meaning the pumpkin bomb was yanked away and detonated a safe distance from Harry's face. The screaming sound the bomb made actually articulated Spider-Man's thoughts pretty well right about now.

"Go back to sleep, Hobbie!" Spidey gave the Hobgoblin another blow to the head, which seemed to knock him out completely. Then Spider-Man turned to Harry.

Harry dropped the gun to the ground. It fired into a wall.

"_Have you lost it?_" snapped Spider-Man.

Harry did, in fact, appear to have lost it. He was breathing heavily, his eyes bulging.

"Ugh, whatever, I don't have time for this." Spidey quickly webbed Harry to the wall (just to be safe), then tugged off the Hobgoblin's mask. "And the monster is... Old Man Withers!"

Actually, the Hobgoblin seemed to be a pretty young guy with red hair.

"Donald Menken!" Harry said from his spot on the wall.

"Oh yeah, that guy." Spidey leaned in to examine the goblin closer. "Almost didn't recognize him without his glasses."

"Makes sense," said Harry, panting. "He was the only other person who knew about the Globulin Green."

"Ohhhh, so he was _a_ goblin, just not the _Green_ Goblin. Of course. Now I feel silly." Spidey gave Menken a little web-fluid bath in case he woke up again. "Any clue why he'd want to kill you?"

"Probably jealous my dad left Oscorp to me and not him," said Harry.

"You're welcome for saving your life, by the way." Spider-Man turned for the balcony. "Funny way you've got of saying thank you."

"I thought you'd knocked the guy out. I was shooting to wound. You're _both_ criminals."

"Yeah, well, next time a supervillain attacks you, you'd better hope Daredevil's in town." Spider-Man hopped off the balcony and swung off without another word.

_I j__ust want to talk,_ _he says..__. _Since when did Peter's best friend become a total creep? How was it that Harry had seemed _more_ sane when Peter thought he was Green Goblin? How much longer was Gwen gonna let Harry step all over her? And what was with Harry's irrational hatred of Spider-Man? Was irrational hatred of Spider-Man in vogue this season? Because that would explain _a whole freakin' lot_.

_Thwip. Thwip. Click._

It was as Spider-Man plummeted towards the pavement that he realized he hadn't taken a single picture all day.


	3. Parallelism

"I told you, I don't know where I got the costume! I don't remember anything after giving my speech! And why would I want to murder the CEO of Oscorp, anyways? What would I gain from that?"

"Uh huh. Right." Sergeant Carter gave Menken a shove as he led him away.

By now, the Osborn penthouse had traded its partygoers for police officers. The only other people remaining were Harry, Gwen, and his mom. Gwen squeezed Harry's hand. He could hardly keep himself from scowling at Menken's back.

Harry was conflicted. On one hand, Menken was no doubt a victim of the Green, just like Harry and his dad. On the other hand, this was supposed to be Harry's night, the night he'd show everyone that he wasn't some snotty high schooler – he was a man. A man more than capable of running Oscorp. And, thanks to Menken, his night had ended with that capable man being peeled off the wall by the police. Ugh, now Harry's suit was covered in webs.

"Harry, Gwen!" The door swung open and Peter emerged from the stairwell, wearing a wrinkled suit and covered in bruises.

"Peter, where have you-? Oh God, you're hurt!" Gwen immediately released Harry's hand so she could run to Peter's side. Typical.

"I'm okay," said Peter, rubbing the brown blotch on his forehead. "When I went back for Harry, one of the goblin's bombs went off and threw me out a window. I would've been a goner if it wasn't for Spidey. I spent the last twenty minutes dangling off a web."

"Don't ever do anything that stupid again!" snapped Gwen. "Next time, leave the heroics to Spider-Man."

Maybe it was Harry's imagination, but he could swear Peter looked smug. "I promise, Gwen." He turned to Harry. "Hey, bro, uh... I told Spider-Man you wanted to talk to him, but he won't do it. He says you tried to shoot him."

"_What?_" Gwen stared at Harry in disbelief. "Where did you get a gun? Is that why he webbed you to the wall?"

Harry clenched his fists. "Don't you read the Bugle? Spider-Man's a criminal."

"Yeah, a criminal who saved my life _twice_."

"You think he's not just doing it for the glory?" scoffed Harry. "He rings Pete's cell every time he wants pictures of his 'heroism.' And, like, he really thinks he can get away with crimes just by switching to a black costume?"

Gwen's eyes narrowed. "That black monster is _not_ Spider-Man. I got a great look at the two of them together when I was dangling from a balloon."

"I was almost blown up by a lunatic today!" spat Harry. "Do you really have to argue with me?"

That seemed to knock the wind from Gwen's sails. "Of course not, Harry. I'm sorry."

As if sensing her distress, Captain Stacy approached them and put his arms on Gwen's shoulders from behind. "I think we can all agree Spider-Man saved lives today. Now, I'd say it's time Peter and Gwen went home. I'm sure they're tired after everything they've been through." He nodded to Peter, who nodded back.

After that, everything seemed to pass by quickly. The police asked a lot of questions, confiscated the Hobgoblin's equipment, and then ran off to look for his glider's crash site. Then, despite Harry's protests, his mom convinced him to go to his room to rest while she handled the reporters.

If there was one good thing to come from the death of Harry's father, it was that his mother was closer to him than she'd ever been. A couple months ago, she hadn't batted an eyelash when Harry joined the football team, and now she was fawning over him every time he flinched.

Harry shut the bedroom door behind him and took a deep breath. So a maniac dressed like a goblin had tried to kill him. No big deal. Harry was the CEO of Oscorp now. This was the world he lived in. His father had been attacked by a maniac dressed like a vulture, and had he folded under pressure? No. _Cowboy up._

"Well, you certainly kept me waiting."

Harry screamed and spun around. What the-? There was a man in his bedroom!

"How did you get in here?" yelped Harry, his voice cracking. "_Security! Sec-_"

"Uh-uh-uh." The man leaned back in his seat. He sounded British, wore a suit, and didn't look much older than Harry. Maybe in his twenties. What really set him apart, though, was his chair. It was something metallic and expensive-looking that hovered a foot off the ground. "You might want to keep quiet, little Osborn." The man reached into his pockets and retrieved three silver orbs the size of golf balls. "I'd hate to think what would happen if we made a scene."

Little metal legs unfolded from each orb, which then sprang out of the man's hands and scurried towards Harry's feet like bugs.

"W-What-?" Before Harry could react, the top of each orb unfolded, and out emerged miniature turrets. All three aimed at Harry's face.

"Just to be clear," said the man, "if those things shoot you, it'll do more than sting."

_Cowboy up._ "What do you want?" Harry did his best to keep his voice from shaking. "Are you with the Hobgoblin?"

"That idiot? Who do you take me for?" The man chuckled to himself. "No, no, your father sent me."

Harry scowled. "My father's dead."

"Yes, he is. But, despite his affinity for dressing as a mythological creature and flying around lobbing bombs at people, Norman Osborn wasn't crazy. He knew being the Big Man was a high-turnover job." The man's hoverchair moved in closer. "That's why, in the event of his untimely demise, Normie had a contingency plan in place." He extended a hand to shake. "My name is Alistair Smythe, and I'm the plan."

Harry declined. "What do you want from me?"

"Well, I'd have thought that was obvious," said Smythe. "Your father worked so hard to build up his empire. You really think he'd hand it over to some teenager and watch it crumble?"

"I can take care of Oscorp," said Harry tightly.

"Oh, I'm _sure_ you could," smirked Smythe, "except that would be a little difficult considering you don't even know what the point of Oscorp _is_."

Harry's fists were trembling. "And what would that be?"

Smythe laughed. "Where do you think all of New York's costumed criminals have been coming from? You think it's a coincidence that the last few months have seen the city's supervillainy spike a good six hundred percent?"

"I..." Harry's face fell. "I knew my dad was doing business with Hammerhead, but I never thought..."

"Norman had a good thing going," said Smythe. "The Big Man commissioned super-mercenaries to distract Spider-Man, Oscorp built the prisons to contain said mercenaries... and then Norman realized it'd be more efficient to cut out the middleman and become the Big Man himself. The problem is, his death's screwed the whole project up. Sandman's dead, the Rhino and Molten Man are locked up in the Vault, and Spider-Man is alive and well."

"You... You want me to use Oscorp to make supervillains?"

Smythe laughed again. "Personally, I'd have kept doing it behind your back. No, Harry, _your father_ wanted you to use Oscorp to make supervillains. Said something about you having 'potential' or something. Frankly, I think he was being overly optimistic. Ah, well, family has a way of blindsiding you. Lord knows I wouldn't be where I am today if my own daddy hadn't played favorites."

"No!" Harry started to raise his voice, but then he took another wary glance towards the robots at his feet. "I mean, my dad was sick. He was out of his mind from the Globulin Green, just like I was."

"Wrong, junkie." Smythe snickered to himself. "Norman took a gaseous form of the stuff in smaller doses than you. All the upsides, none of the downsides. You really think someone drugged out of their mind could run a criminal empire?"

"Wait." Harry's eyes glazed over. "There's a way to take the Green with no blackouts?" But he quickly caught himself. "Oh God, you're saying my dad did all that stuff _consciously?_"

"Ugh." Smythe brought a palm to his forehead. "He warned me you'd be a baby about this. Yes, your father wasn't the most law-abiding citizen ever."

"You're lying." Harry's face had almost contorted into a snarl. "My dad was an addict who wasn't in control of himself."

"Well, you don't have to take my word for it," said Smythe. "He left you a little something. Here, see for yourself." He pressed a button on his armrest.

A rectangle of light projected from the hoverchair, along with some accompanying audio:

"_When Captain America throws his mighty shield, _

_All those who chose to oppose his shield must yield!_"

"What," said Harry. It was more of a statement than a question.

The hologram was displaying grainy black and white footage of a star-spangled man fake-punching a man dressed as Hitler in the jaw.

"_If he's lead to a fight and a duel is due, _

_Then the red and the white and the blue'll come through!_

_When Captain America throws his mighty shiiiiiiiiieeeeeeeeeeld!_"

The screen abruptly switched to a shot of Norman Osborn facing the camera. "When my history professor showed my class this old propaganda video, I saw something none of the other students saw. I saw the future. I saw an army of Captain Americas replacing our military. Just think. It would be so much..." The video cut to footage of Hiroshima. "..._cleaner_." Norman folded his fingers together. "As far as I was concerned, the loss of the Super-Soldier formula was the greatest tragedy ever to befall America, followed closely by the death of Steve Rogers. After that, the government abandoned its efforts to make superhumans in favor of... _messier _alternatives. _So much_ wasted potential."

His eyes were staring straight through the camera – straight through Harry. "But the future isn't predicted by standing around and wishing, son. You have to _make_ it happen. One day soon, the United States will usher in a new era, and Oscorp will be leading the way. That's all I want." He shut his eyes. "I realize I've done things other people would call questionable, but mark my words, nobody's ever accomplished anything by being 'ethical.' The people who used Steve Rogers as a guinea pig certainly weren't. If you're watching this, it means you're already aware of the truth about the Green Goblin, and that I'm no longer alive. But just because I've failed doesn't mean my future has. I don't know what age you'll be or what circumstances you'll be in when you watch this. Maybe you'll be too young to understand. But someday you, too, will reach your full potential, and when that happens, I want you to continue my work. Children are the future, son."

Norman smiled into the camera. Harry didn't think he'd actually seen his father do that before.

"Don't let me down... Peter." The hologram winked away.

Harry stared at the empty air.

"Oops." Smythe's lips curled upwards. "Wrong contingency video. Hmm..." He skimmed through his armchair's buttons. "I'm sure yours is around here somewhere..."

"No, no," said Harry, his voice hollow. "I get the idea. You want to make supervillains to kill Spider-Man, right?"

Smythe nodded. "That's the gist of it, yes."

"When do we start?"

* * *

Every last one of Peter's joints ached. The sidewalk had done way more damage to him than Hobgoblin ever could. For not the first time, Peter gave a prayer of thanks that he healed fast. He needed to get home and fix his web-shooters. Really, it'd been stupid and dangerous to not fix them right away.

But unfortunately, there was one other item on the agenda before Peter could do that. He took a deep breath before opening the office door. He savored it – it could be his last.

"Mr. Jameson..."

Old picklepuss immediately turned Peter's way.

"Good news and bad news, sir," said Peter, bowing his head. "Good news is, you were right. There _was_ a supervillain at the Oscorp ceremony. Bad news is, I couldn't get any pictures."

"Oscorp ceremony? What Oscorp ceremony?" scoffed Jameson. "What are you doing in my office? I don't need your stupid pictures. I've already got the perfect front page right here!"

He held up a giant two-page spread of a man in a bear costume rolling on the ground, clutching his ribs in agony while Spider-Man pointed and laughed. The headline read: "SPIDER-MAN HATES FURRIES."

"_What?_" Peter's jaw dropped. "But that's not what- I mean, that's probably not what happened!"

"Shows how much you know," snorted Jameson. "The Wall-Crawler sent this guy to the hospital. Maxwell Markham's just an average joe who wanted to wear a bear suit. Why should superhumans be the only ones allowed to wear stupid costumes?"

"But- But-"

"Besides, it's not like Spider-Man's one to be throwing stones. What kinda spider is bright red and blue? The guy looks like a jackass every time he goes out in public."

"_T__hat does it!_ You don't need my stupid pictures? Then, _fine_, I quit!" Peter stormed out the office, slamming the door behind him.

"WHAT? HOW DARE YOU QUIT?" Jameson roared after him. "YOU'RE FIRED!"

In the central news room, Mr. Robertson gave Peter a look. "Everything alright, Parker?"

"Uh..." Peter's cheeks reddened. "How hard can HTML be, right?"

* * *

An abandoned police station. Not the kind of place Harry would have guessed contained a secret laboratory, but then, that was the point of it being secret, wasn't it?

"Little Osborn," Smythe said as he hovered towards the center of the lab, "I want you to meet your new best friend, Miles Warren."

A tall, thin man approached Harry. He wore thick glasses, a lab coat, and a pedo mustache.

"Am I to presume everything is going as planned?" asked Warren.

"Indeed you are," nodded Smythe. "We've waited long enough. Let's augment ourselves some humans. Of course, I prefer robots, but then, I'm not the one in charge."

"So..." Harry shifted his feet. "Who are we experimenting on, exactly?"

"That'd be me." Another person stepped out from behind Warren. This one was a burly, bald man in a trench coat. "Top of your dad's short list of volunteers."

"Volunteers?" repeated Harry. "You mean you _want_ to turn yourself into a freak?"

The man grinned at him. "That's right. Being super's the way of the future, kid. With more an' more freaks showing up every day, pretty soon I'll have some stiff competition for the... _line of work_ I do. Gotta stay ahead of the curve." As he spoke, he lit a cigarette.

"Yes, well, without further ado..." Warren held up a briefcase. "I couldn't help but notice the Rhino-suit specs were burning a hole in Oscorp's pocket. The late Mr. Osborn had been auctioning off fake copies so he could make easy money and identify his competitors, but I figured we could put the Rhino-suit to a more... dramatic use." He opened up the briefcase and leafed through his notes. "And, as always, I couldn't help but make a few improvements. Octavius was wise to base his design off the animal kingdom, but he made one major design flaw. His Rhino-suit was much too bulky. Spider-Man is incredibly agile – he needs an opponent who can match his speed. I've made the suit considerably lighter and faster, and I've even added a prehensile weapon."

"Well, then, what are we waiting for?" said Smythe. "Let's get Mr. Gargan into costume."

* * *

A couple blocks from the Daily Bugle, one of the orb-robots was busy scurrying up a building. Instead of a mini-turret, this one sported a camera.

On the other side of this camera, back in the abandoned police station's secret lab, Smythe was slouching in his hoverchair, watching the video screens it projected, his face the picture of total boredom.

"Why'd you send all your robots to one place?" asked Harry.

"Statistics," said Smythe. "This is the region where Spider-Man's most frequently spotted according to social media. If we're lucky, we might even catch him changing into that cute little costume of his. Ever wondered who the guy is? Personally, I think he's one of Norman's experiments gone turncoat."

Harry made a noncommittal grunt. The only real suspect he could think of was Peter, but then, when the reporters had asked for his dad's opinion on Venom's claim, Harry's dad had shot it down, and who was Harry to say he knew better than his father? Besides, if Peter had had spider-powers, the first thing he'd have done was cash in on them. The Parkers were dirt poor.

"Oh, oh, there's the bugger!" Suddenly, Smythe's boredom was replaced with sheer, childlike enthusiasm.

Onscreen, Spider-Man was standing in the middle of the street, facing down a man who, like himself, wore a skintight one-piece. The difference was, this man's costume was white with black splotches on it.

"General rule of thumb, Spot," Spider-Man was saying, "if it makes a good name for a pet, it makes a lousy name for a supervillain."

"Laugh all you want, Web-Slinger!" yelled the villain. "Your jokes won't save you from my POWERS OF DISTORTION!"

In the blink of an eye, black globs erupted from the Spot's hands, and, even faster, Spider-Man dodged them. The globs formed into a perfect, inky circle on the ground at Spider-Man's side.

"Although, to be fair, 'Doctor Doom' would be a pretty rockin' name for a hamster."

"PEPARE FOR DEFEAT, SPIDER-MAN!" Suddenly, the Spot formed another black disk on the building next to him and stuck his hand into it. The hand emerged from the hole by Spider-Man's feet and made an attempt to grab his ankle... which Spider-Man also effortlessly dodged.

"Alright!" said Spider-Man. "All those hours playing video games is finally paying off!"

"You DARE make a mockery of me?"

"Hey, Spot, uh, random question – is this portal-shtick your _only_ superpower? Like, you don't have super strength or anything?"

"No," said the Spot. "Why-?"

_Crack!_

Spidey's fist came out his portal and smacked him in the face. It was enough to knock the Spot's lights out, but not enough to send him to the hospital.

"Well, you still put up a better fight than Hobgoblin," Spider-Man said to the unconscious Spot, retracting his hand just as the portals vanished. "Sheesh, aren't there any tougher villains around here?"

On the other side of the camera, Smythe grinned, then leaned into a microphone on his collar. "Deploy."

* * *

It figured that a supervillain would pop up just as Peter was about to head home and fix his web-shooters. Ah well, his shooters at least worked well enough to web up the Spot for the police and then-

_Spider-sense tingling!_

Spidey darted onto a wall just in time to dodge something big enough to leave a crater in the pavement where his beautiful, beautiful face had been a mere moment ago. What was that? Some kind of flail? Spidey turned to get a look at his attacker. Oh, no, it wasn't a flail, it was a guy in a mechanical scorpion suit. Now he felt stupid.

"Mornin', Spider-Man." The armor was dark blue with splotches of neon green around the spine and joints, and it looked pretty lightweight. Of course, this wouldn't have been _too_ threatening if not for the tail, which was very, very fast and very, very pointy. His face was the only body part left uncovered, and judging from its snarl, before becoming a supervillain, this guy had been the mookiest mook that ever mooked.

"Whoa, where'd you come from?" asked Spider-Man. "Don't tell me you're in league with the master criminal here." He pointed a thumb at the Spot.

"Nah, I've just been waiting to ambush you," said the Scorpion (Spidey was gonna assume his name was 'the Scorpion' for the sake of simplicity). "Nothin' personal, there's just a bounty on your head."

"A bounty?" gasped Spider-Man. "On _my_ head? But I'm beloved by everyone! Gosh, I've never made any enemies before!"

"Guy with a sense of humor. I like that." Suddenly, the Scorpion sprang into the air and landed on the wall beside Spider-Man.

"Oh, wall-crawling," said Spidey. "How original."

Scorpie's tail took a couple jabs at him, but Spidey ducked and socked him in the chest, sending him plummeting to the pavement.

"So, mind telling me who sent you?" Spider-Man asked from his spot on the wall.

"And then monologue my entire evil plan?" smirked Scorpion. "I'll pass." The next instant, a jet of neon green goop shot from his tail and melted Spidey's face off. Or at least, it _would_ _have_ if not for his spider-sense.

Spider-Man dropped back down to the street, then took a wary look at the wall. Everywhere the acid had hit had turned mushy and black. "If you think that's corrosive, you should see what I squirt out after a night at Taco Bell."

_Thwip_. Spidey's web-shooters were at least reliable enough to web a nearby garbage disposal. Time to see how tough the Scorpion's armor was.

_Crash!_ The dumpster smashed into the Scorpion at full-force. It was completely decimated, while to Scorpion remained unmoved.

...Pretty darn tough, apparently.

The next thing he knew, Spider-Man was pinned to the ground, just barely dodging each thrash of Scorpion's tail.

"Shouldn't you at least buy me dinner first?"

"Sorry, Spider, I'm more the type to dive right into the good stuff." The Scorpion was just about to try his luck hitting Spidey with his fist, but then Spidey webbed his face and punched him off.

Phew, Scorpion fell for the oldest trick in the book. "Whoops, got it in your eyes. Sorry, buddy, I shoulda warned you I'm a premature webulater."

"Cute." Scorpion stumbled backwards, ripping the webbing off. "I'm gonna enjoy killing you."

"Yeah, well I'm gonna enjoy restraining you so you can go to jail!" Spidey bowed his head. "Okay, that didn't sound quite as threatening."

The Scorpion fired another round of acid. It missed Spider-Man by a mile, but it nearly hit a random fleeing citizen. Crud, they had to go somewhere less public.

"Come on, Scorpie," said Spider-Man. "Can't we arachnids just get along?"

"This is almost too easy," smirked the Scorpion. "You'll never beat me in a million years. This armor was specifically designed to take you down. It's faster, lighter, and more versatile. Every weakness of the Rhino's been covered!"

"Now, now, what did we say about monologing?" Spidey did a double-take. "Wait, did you say the Rhino?" He didn't have time to ponder that because he had to dodge another acid-burst.

Suddenly, Spider-Man fired a web towards a far-off building. "Hey, let's play follow the spider." He swung off.

"Running away, are we? I don't think so!" Apparently, the Scorpion's joints were spring-loaded. He bounded into the air and rooftop-hopped after Spidey.

_Web-shooters, don't fail me now_. Luckily, Spider-Man made it to a nearby shopping mall without any hiccups. He webbed a panel off the skylight and smashed it into the Scorpion's face, which distracted him long enough for Spidey to jump inside.

"_Everyone out!_" Spider-Man descended towards the center of the mall upside-down on a web-line, flashing his Spider-Signal over the shoppers. "Crazy scorpion-person coming!"

Of course, Spider-Man hated to bring the Scorpion towards _more_ innocent people, but he didn't know how else to stop this guy. Fortunately, once the Scorpion jumped through the skylight after Spidey, most of the pedestrians were smart enough to run for it.

"You can't hide from me in here!" yelled the Scorpion. "I'm more than fast enough to keep up with you!"

_That's what I'm counting on, genius._

Spider-Man raced through the shopping mall, the Scorpion in hot pursuit. He never thought he'd say this, but Peter was glad Gwen had dragged him here so many times. He knew right where to find the sauna room.

The woman at the front desk screamed at Spider-Man's arrival.

"Hi, I'd like to rent a steam room for a Mr. Scorpion," said Spider-Man. "Armor, acid-spitting tail, a little on the antisocial side... You can't miss him. Seriously, though, you should run."

Next up, Spidey ducked into one of the steam rooms and set the temperature control to max. The steam quickly turned so thick, it looked like the world had been replaced by a sheet of paper. Good, good. Now all he had to do was wait.

"You think you can hide in the steam, you idiot? All you've done is put yourself in a closed space!" Sure enough, a big, scorpion-themed doof came lumbering into the mist.

And now for the fun part of the plan: Lots and lots of dodging. Spidey tried to web up Scorpion's tail so it'd at least be a bit softer.

_Click, click, click._ Of course. They picked _now_ to jam.

"Ready to die, Spider-Man?"

_Thwack, thwack, thwack. _"AGH!" Okay, dodging a giant scorpion tail in a confined area wasn't as easy as it sounded.

"Whoa, there, Scorpie," said Spider-Man from his smear on the floor, clutching a tear in his costume. "I don't know how exactly you control that tail of yours, but it must be pretty exhausting. Your face is a mess."

"Shut up!" Scorpion wiped his brow, which was sticky with sweat.

"If it's any consolation," said Spider-Man, hopping up to the ceiling, "the rest of you doesn't look too sweaty at all."

"I'm gonna... I'm gonna beat you!" the Scorpion said groggily. "I'm the perfect improvement over the Rhino! I got... all of the strengths... none of the... weaknesses..."

"Uh, you sure you covered _every_ weakness there, champ?" Spidey poked Scorpie's nose with his pointer finger. The Scorpion toppled over.

Spider-Man dropped down onto his chest. "Okay, _now_ will you tell me who sent you?" Nothing. Darn, he was out cold. "Well, I guess I'll just assume it was Jameson, then."

A couple minutes later, the NYPD found Spider-Man emerging from the steam room with a towel around his waist.

"Evening, officers. My fellow arachnid's having a little R-and-R in the sauna. It really helps with the stresses of being a freakish scorpion person."

* * *

After that, Peter ran straight home and fixed his web-shooters. Or at least, that's what he'd have loved to do. In reality, though, right after handling two supervillains back-to-back (Well, okay, maybe more like one-and-a-half supervillains back-to-back), Peter got a text and found himself heading back into the Daily Bugle.

"What is it, Mr. Robertson?"

Mr. Robertson smiled at him. "Jameson has something he'd like to say to you."

With a growing sense of dread, Peter entered the lair of old picklepuss himself. But something was different this time. JJJ didn't look like he was one smart remark away from lobbing something heavy at Peter's head, for one thing.

"Parker," he began. "No, _Peter_." Jameson took a deep breath. "Earlier today, I received news from Ravencroft that my son's condition is not improving. This... might have affected my behavior towards you." This next part, he said through gritted teeth: "You're not fired after all."

This was _way_ more surprising than getting attacked by a scorpion-person. Was Jameson acting like an actual human being?

"I'm sorry about John." Peter gave a sympathetic smile. "That alien that hitched a ride on his shuttle... it hurt a lot of good people."

Jameson nodded slowly. "Right. Well... NOW THAT YOU'RE NOT FIRED, WHAT ARE YOU STANDING AROUND HERE FOR? I WANT SOME PICTURES OF SPIDER-MAN ON MY DESK IN THE NEXT EIGHT-POINT-NINE SECONDS OR YOU'RE FIRED!"

* * *

Harry sat in the abandoned police station, staring at the wall. His mom hadn't even texted him. Wasn't even wondering where he was.

"Well, little Osborn." Harry caught the hum of a hoverchair coming to rest by his ear. "Looks like Mac's being sent to the Vault. How'd you like your first supervillain creation?"

"You're a monster, and my dad was a monster, and I want no part of this."

"Mmm... No can do, kid. Norman's orders were clear. You're getting involved in this whole affair, or else I'll, I don't know, send robots to kill your mum or something."

Harry tensed. "My dad would never have wanted her hurt."

"No offense, kid, but I don't think you knew your dad quite as well as you think you did. He was a great man. A man with a goal I believe in." Smythe paused, then added, "Still a monster, though. No one's denying that."

Harry bowed his head. "Maybe it'd be better to wash my hands of this. Let you kill me. That's the braver way out, isn't it?"

Smythe looked thoughtful. "Yes, I suppose that's always on option... Oh, on a completely unrelated note, the police raided Menken's apartment. They found quite the payload of stolen Oscorp property, which Oscorp has of course reclaimed. Menken had cooked up a massive amount of Globulin Green." Smythe knelt down to pat Harry's shoulder. "But I'm _sure_ that's of no interest to you."

Harry caught the hum of a hoverchair moving away, leaving him alone to stare at the wall.


	4. Point of View

"Well, I guess you've finally learned my dark secret." Gwen stared at the saxophone in her hands. "I'm a band geek."

"No, no, it's cool." Eddie watched the balloons drift by overhead. Despite the freezing November air, all he wore was a black t-shirt. Gwen, on the other hand, was decked out in the Midtown marching band uniform. It made her look like a complete nerd, but then, that line had been crossed a long time ago. "You look cute." He placed a hand on her shoulder, and then the two of them wordlessly walked out of the crowd.

"So where's Pete?" Eddie took a glance behind them. "Didn't bother showing up? Guess that's not a surprise."

"He's probably still visiting his aunt in the hospital," said Gwen. "It's fine. Anyways, I'm glad you're here. At least _someone's_ thinking of me."

"Well, if it's any consolation, Pete likes you a lot more than he realizes."

"Yeah." Gwen fiddled with her glasses. "It'd just be nice if someone had a _conscious_ crush on me for once."

Silence.

"Eddie?" She turned around. No one there. "Where'd-?"

_Thwip._

Something black and slimy hit her mouth. The saxophone clattered to the pavement.

_Thwip, thwip, thwip._

More slime wrapped around her torso, then tightened. Gwen tried to scream, but it came out muffled. The rest of the band didn't even glance her way.

There was something on the alleyway wall. Something big and black. The milky white blotches on its head – _eyes?_ – pointed right at her. It opened its mouth, revealing a set of jagged teeth. A long, slobbery tongue lagged out.

Gwen struggled with all her might, but it only made the slime tighter. It felt like she was bound by cords.

The creature laughed. It sounded totally alien and unsettlingly human all at once. "We can't wait to see him cradling your broken corpse."

"Gwen! Gwen!"

The next thing she knew, Gwen's father was looming over her in the darkness, shaking her shoulders. Gwen sat up in bed and rubbed her eyes. Her nightgown was drenched with sweat.

"The nightmare again?" Her father gave a patient sigh. He was still in uniform – probably just got back from work, meaning it was _late_. "Do you need me to call your therapist?"

"No, no, I'm alright, Daddy." Gwen forced herself to take some deep breaths. "I'm fine."

"If you're sure." He kissed her forehead. "Get some rest, Gwennie. I love you." With that, her father left, shutting the door behind him. The bedroom was cast into total darkness.

Gwen rolled over under the covers. She'd been normal these last few days, but clearly, the Hobgoblin's attack had set her off again. What kind of world were they living in where Gwen couldn't go a week without being kidnapped by some creep with tentacle arms or running from her life from giant lizards and electricity-people? Only in New York. She'd have moved in with her relatives in England ages ago if not for her father's career. And Peter. Oh, and Harry.

As her heartbeat grew slower, Gwen's eyelids grew heavier. And she couldn't forget Eddie. He was still her friend. The fact that he'd been right behind her when that monster attacked was pure coincidence. And the fact that Eddie went missing immediately afterward? He was upset about being forced to drop out of college, that was all. And the fact that MJ had warned Gwen that Eddie wanted to hurt Peter? So he was ticked at Peter. Didn't mean anything. And the fact that he was last seen being carted out of Midtown High in a straightjacket right after the black monster attacked the school, shrieking "WE'RE VENOM!" at the top of his lungs?

Coincidence. Yeah.

* * *

Spider-Man dropped down into the school parking lot, right behind the trashcans where no one ever went, and tugged off his mask. He was happy to report he'd swung here using a shiny new pair of web-shooters that _weren't_ covered in duct tape.

Just as Peter was slipping on his favorite blue t-shirt, he heard a "Mrowr?" Peter looked downwards to find a black cat giving him an unblinking stare. The animal kind, not the sexy burglar kind.

"What are you looking at?"

The cat darted away, and Peter found himself sprinting after it. The cat led him, surprise, surprise, to a certain picnic table, where a girl with messy dark hair and a squadron of animals was waiting. Sophia's party had swelled to include a couple squirrels and a frog. The stray cat purred and rubbed itself against her legs. From her face, she seemed to be listening to it intently.

Sophia gave Peter a knowing look.

"What?" said Peter. "_What?_"

"I didn't say anything," smirked Sophia.

Peter groaned and sat down next to her. "So can you talk to _all_ animals? What about, I don't know, fruit flies?"

"Flies never have much to say."

"So are animals sentient, then?" asked Peter. "PETA will have a field day when they find out."

"'Sentient' is kind of a strong word." Sophia glanced across the yard, where Kong was busy giving Flash a noogie. "I know some humans I'd hesitate to call 'sentient.'"

Peter snickered. "Ain't that the truth."

"Think of it this way." As she spoke, Sophia scratched her dog's ears. It put its head in her lap. "Animals have brains, right? Can't deny that. So, they must be able to think to some extent, right? All I can do is hear those thoughts and communicate back."

"So assuming you're not actually crazy, where'd you get this animal-talking power from?" asked Peter. "Were you bitten by a radioactive Doctor Dolittle?"

Sophia shook her head. "I don't know. I just woke up one day to find my cat begging me to pet him. Like, with actual words I could understand."

"How old were you?"

"Thirteen."

Man, now Peter felt bad for her. He was lucky he knew where _his_ powers came from. "Spider bite = spider-powers" wasn't exactly tough to work out. Of course, it was only a matter of time until someone at the ESU labs realized all those radioactive spiders they had lying around might be connected to the local spider-themed superhero, but there wasn't much Peter could do about it. If Dr. Warren woke up to find all his spiders squished, that'd just draw attention to them, and then he'd probably make more, study them closer, and realize he had a cheap and easy way to mass produce spider-powered soldiers (Okay, so technically they were genetically-altered spiders, but "radioactive" was more fun to say).

"How old were _you?_" asked Sophia.

Peter gave a start. "I told you, I'm not-"

"Rodentslayer says you fell from the sky behind the trashcans and then changed clothes." Sophia folded her arms. "She says you put your costume in your backpack, and then you noticed her and said, 'What are you looking at?' She couldn't actually understand you, but she remembers the sounds."

Peter groaned and put his hands in the air. "Fine, fine, you caught me." He grabbed her arm. "But you have to swear you won't tell anyone, Sophia. The last time a supervillain found out my secret identity, the first thing he did was go after my friends and family."

"I swear," said Sophia. "I'm not gonna turn you over to the media or anything. I was just... curious." She finished scratching the dog's ears and moved on to stroking her frog. "So I'm guessing that supervillain you're talking about is the black Spider-Man? The one calling himself Venom?"

"Yep. That's him."

"What's he got against you?"

"Oh, you know how it is. You think someone's perfect for you, but then it turns out they're a parasitic alien, and they don't handle the breakup well _at all_."

Sophia laughed. "Wow, that sounds _exactly_ like my ex."

"I saw the dance remix video, by the way," said Peter. "Who knew Venom could be so graceful?"

"The guy who made that's actually the founder of the 'Peter Parker is Spider-Man' forum," said Sophia. "Probably the most vocal person trying to out you online, but he hasn't posted in a while. Goes by the handle 'Guess Who?'"

"Really?"

The conversation lulled.

"So, um-" Sophia brushed a strand of hair from her eyes. "I was wondering, if you're not doing anything later-"

"Sophia, no-" Peter said hurriedly. "No, I'm sorry. I don't want to lead you on or anything. I..." He glanced away sheepishly. "I'm in love with someone else."

Sophia's brow creased. "Is it that Stacy girl? Isn't she dating some rich kid?"

"It's... complicated."

"Peter, please!" Sophia took his hand in both of hers. "Don't you know what it's like? Having this thing that you can't tell anyone about, and if you did they wouldn't believe you? It feels so... so..."

"Lonely?" finished Peter.

"Yeah." Sophia gave him a hopeful smile. "C'mon, Peter, just one date. That's all I want. Just give me a chance."

Peter shut his eyes, then rubbed his temple. "Alright, alright. It's gonna be Liz Allan all over again, but... alright."

"Yes!" Sophia showed off her pearly whites. "I've got you now! One date's all it'll take for you to get hooked on my magnetic personality."

"I think I'm already falling for your overwhelming modesty."

* * *

The bell hadn't even rung yet, and it felt like Gwen had been trapped at school forever. On her way through the parking lot, she glanced at her phone. Nothing from Harry. In all likelihood, he was taking the day off to recuperate from the Hobgoblin ordeal... which meant he wouldn't be around to breathe down Gwen's neck if she decided to talk to Peter.

Today. Today was the day Gwen finally mustered up the courage to get this whole mess settled. All she had to do was find Peter and make sure he was still on board with the plan. To be clear, Harry was a close friend, but he wasn't the one Gwen had had a crush on since seventh grade. The only reason she'd ever been roped into dating him was because Peter had been dating Liz "Quintessential Cheerleader" Allan, and, well... Yes, yes, Gwen had been totally petty. And now she was paying the price.

Gwen found Peter sitting at a picnic table a couple yards away. She also found the cute little raven-haired animal-loving hussy holding his hand.

No. No, no, no, no, no, no, no. Gwen was _not_ spending another school day crying in the restroom. She was _sixteen_. She was too old for that. Way too... old...

* * *

Gwen stared into the flames of the Bunsen burner. She could hardly lift the beaker without her hands trembling.

"You seem troubled, Miss Stacy."

Gwen spun around to find Dr. Warren standing there, his arms folded behind his back.

"Where's your fellow intern?" asked Warren. "Mr. Parker?"

_Probably making out with his latest girlfriend_.

"Probably taking pictures for the Bugle," said Gwen.

"Ah. Not too reliable, is he?" Warren shook his head. "I'm starting to see why Connors fired him."

"He's a good guy." Gwen let out a weary sigh. "He can just be an idiot sometimes."

Warren frowned. "Are you alright? If there's anything I can do for you..."

"Nothing you need to worry about, sir," said Gwen. "Just high school drama.

Warren gave her a warm smile. "I like high school drama."

Gwen laughed, but her heart wasn't in it. "You know that feeling when you love someone, but they can't be with you, not because of anything to do with how they feel, but just because the... the circumstances get in the way?"

Warren nodded. "I know it all too well."

"And I'm not talking about some silly crush. I mean, a person that you feel so deeply about... someone that makes you feel a little less worthless every time you're around them."

Warren pulled up a chair next to her. "I'm guessing you're the introverted type? You don't make many friends, but the ones you do make are _close_ friends?"

Gwen found herself smiling the tiniest amount. "You hit the nail on the head."

"That's our burden as people of science." Slowly, gingerly, Warren placed a hand on her back. "Our interests will always fall into a niche... One most people won't accept, won't understand. But you can't let that stop you from pursuing what you love."

"Yeah..." Gwen shut her eyes. "Thanks for trying to understand." Well, what did you know? Mrs. Connors hadn't seemed to like Dr. Warren too much, but it turned out he wasn't such a bad guy after all.

Dr. Warren wet his lips. "It's my pleasure, little lady."

* * *

"I have to warn you, your friend was moved to the intensive care wing."

Dr. Kafka was a lot prettier and a lot less male than Gwen had been expecting. The name had made Gwen think of a stereotypical German mad scientist, but Kafka was actually a friendly-looking Asian woman. She led Gwen through the halls of Ravencroft, glancing down at her clipboard as she spoke.

"His condition hasn't significantly improved since he arrived. My leading theory is that an outside agent chemically altered his brain activity." Kafka gave Gwen a piteous look. "I just want you to know this might be disturbing. This isn't the friend you knew."

Gwen tried her best to look like she wasn't coming apart at the seams. "I've been close to him for years. I need to see him."

As the two of them passed the lounge area, a voice from a nearby sofa called out, "Ah, Miss Stacy! I'm glad to see you're doing well."

Gwen drew closer to Dr. Kafka. "I'm sure you're _so_ concerned for my well-being."

The short, chubby man simply smirked at her. The light reflecting off his square glasses made his eyes look pure white.

"Don't be afraid," Dr. Kafka whispered to Gwen. "He's never shown any violent behavior. At least not with his current set of limbs..."

"It was nothing personal, Miss Stacy. Just part of the plan." The man took a sip from his coffee mug, which had the words "EVIL GENIUS" proudly emblazoned across it.

After that, Dr. Kafka led Gwen down into the intensive care wing. Unlike the floor above, this wing was less of a cozy lounge area and more of a stark, barren hallway filled with reinforced doors. On the far side of the hall, a man was being led away, screaming, "You don't understand! I'm not a human! I'm a grizzly bear!"

Gwen forced herself to keep her eyes on Dr. Kafka and not on the patients' living quarters, which looked distressingly similar to prison cells. But, apparently, Gwen was quite popular around here.

"Gwen? Gwen Stacy?"

Gwen reluctantly turned to one of the more heavily reinforced cells, where a man in a green containment suit was staring at her. It was hard to make out his expression behind his helmet's vizor, but Gwen thought he looked hopeful.

"I remember you!" said the man. "You're one of the ESU lab interns!"

"M-?" Gwen started to say, but she was cut off by Dr. Kafka grabbing her arm.

"Don't use the M-word," she said in a harsh whisper. "He _will_ get upset. Call him 'Electro.'"

Gwen sighed, then gathered the courage to walk to the edge of the cell. "Hi, Electro."

"Is Dr. Connors any closer to a cure?" Electro asked.

Gwen shook her head. "I'm sorry. The funding went dry – the Connors had to move to Florida. Now a man named Miles Warren is in charge of the lab. Maybe he can-"

"_Don't lie to me! You've given up on me, haven't you?_" Suddenly, Electro was slamming himself against the door, screaming for all he was worth. "_You left me in here to rot! Well, I don't care anymore! I don't want a cure! I like having power! I'm Electro now! ELECTRO!_"

It was at this point that Dr. Kafka hurried Gwen away from the cell.

"I'm sorry about that," she said, "but please bear in mind his condition is causing him constant pain. He's handled it remarkably well, all things considered."

"If you say so..." Gwen did feel sorry for Max, but there was only so much sympathy she could have for someone who'd helped hold her hostage as part of a plan to hijack government computers.

The two of them stopped outside another door. Here they were.

"You're a brave girl. I'm glad you've come to visit him." Kafka gave Gwen a strained smile. "The poor man has no living relatives. Seeing a familiar face should help his recovery."

"Thanks." Gwen took a deep breath. "Well, here goes nothing." She pushed the door open, leaving Dr. Kafka behind in the hall.

Gwen had known coming in that this was going to be hard to watch. Seeing someone in a straightjacket is never easy, especially if you knew them back when they were a sane, well-adjusted person. What Gwen hadn't been ready for was that... that look in his eyes, like he'd murder her given half a chance.

The first thing out of Eddie's mouth was, "_Do you have it? Give it back! I need it!_"

Gwen had wanted to give him a reassuring smile, but it was quickly becoming apparent that wasn't about to happen. "Hi, Eddie."

"_I need it back! It loves me! It loves me!_"

Gwen pulled up a chair and seated herself at his bedside. "What do you need, Eddie?"

"The alien," said Eddie. "Do you have it? Is it in your clothes?"

Great. Typical crazy person talk.

"No, Eddie," said Gwen. "I don't have the-" Her breath caught in her throat. "-the alien. Oh. Oh! The alien! The one that got stolen from the Connors' lab!"

"Yes! Yes!" This seemed to drive Eddie into a frenzy. He thrashed even harder against his restraints.

"Eddie..." Gwen brought a hand to his cheek. "You almost lost your job because of that alien, didn't you?"

Eddie's face contorted into a snarl. "Because of Spider-Man."

"That's right. The Daily Bugle said he stole it." But then, the Daily Bugle said a lot of things about Spider-Man. Gwen was willing to bet he'd been trying to stop that cat burglar, not working with her. "That's why you had to drop out of college. Because of the-" She paused. "-the black, slimy alien..."

"You have it? Give it to me! It doesn't love you, it loves _me!_"

No, no, it couldn't be. Yes, New York was a crazy place full of people with tentacle arms and electricity powers, but those were all creations of modern science. Was Gwen really supposed to believe that some kind of alien parasite had hitched a ride on John Jameson's shuttle and then hijacked Eddie's brain like something out of Invasion of the Body Snatchers?

On the other hand, there _was_ a superhero flying around claiming to be the Norse god of thunder, so anything was possible...

"Eddie, are... are you that black monster?" asked Gwen. "Are you Venom?"

Eddie's face lit up. "Yes. Yes! We're Venom! And we're going to ruin Spider-Man's life! He'll pay for rejecting us!"

Gwen jumped out of her chair, backing away from the bed. "You tried to kill me!"

"Yes." Eddie giggled to himself. "We know who he loves the most..."

Deep breaths, deep breaths. The alien wasn't here right now. Clearly, _it_ was the monster, not Eddie.

"Loves the most?" said Gwen. "What's that supposed to mean?"

"Oh, didn't you see the dance remix video?" Eddie grinned. "Peter Parker is Spider-Man."

Gwen brought a hand to her mouth. Holy cats. What if Venom had been right all along? What if Peter _was_ Spider-Man? But that couldn't be right. Peter was even scrawnier than Gwen!

"Are you sure, Eddie?" Gwen knelt down, touching his arm through the jacket. "How do you know Peter's Spider-Man?"

"It told me," said Eddie. "The alien told me."

Oh, okay, so he was just crazy.

"That doesn't make any sense, Eddie. Think rationally. How could Peter be Spider-Man?"

Eddie laughed. "Oh, we know exactly how he can be Spider-Man. It was bonded to him, too, once. It showed me his memories. Last school year. The field trip to ESU. The spiders."

"The ones Dr. Connors genetically altered?" Oh God, the puzzle pieces were snapping into place. "Those were part of his research to regrow his arm."

"That's right," said Eddie. "You want to transfer the properties of a lizard to a human, you gotta start small. Start with spiders."

"Okay, but Connors wouldn't have used Peter as a guinea pig, would he?"

Eddie took some calming breaths, forcing himself to speak slowly. "One of the spiders escaped and bit him. Peter freaked out and squished it. Didn't think anything of it at the time. Then he woke up to find he had a six pack and didn't need glasses anymore. Little snot stumbled bass-ackwards into some superpowers."

Gwen raised an eyebrow. "A spider bite gave Peter spider-powers? You really expect me to believe that?"

"It was the spider venom that did it. That's how Connors made his serums – they incubated inside the animals, and then he harvested them. I'm pretty sure part of that formula that made him into the Lizard was extracted from genetically-altered lizard venom."

"That's... the most plausible explanation for Spider-Man I've ever heard." Gwen shut her eyes, lost in thought. This explained a lot. Everything, really. Heck, it even explained why Spider-Man wore such a dorky costume – it looked like something straight out of Peter's sketchpad. Now the only question was, why the heck would Peter keep something this huge a secret? Why hadn't he run over to Gwen's house the instant he learned he could crawl walls so they could geek out together?

Add that to the growing list of ways Peter had hurt her.

"But Eddie, if what you're saying is true... why are you so angry at Peter?"

"You have to ask?" spat Eddie. "He takes pictures of himself for the Bugle! He's not being a hero, he's cashing a paycheck! All those times we thought he was running away from danger-"

"-he was actually putting himself on the frontlines!" said Gwen. "This changes everything! All this time, I thought Peter was a coward."

"Don't you side with him!" Suddenly, Eddie was struggling against his restraints again. "He tried to kill the symbiote! It gave him all its love, and he rejected it! He has to pay!"

"Oh, that is _so_ not you talking."

"He ruined my life! I had to drop out of college! The alien was my last hope of the Connors having the funding to keep me, and Peter tried to kill it!"

"You never lost your job!" snapped Gwen. "You disappeared for weeks, and when you came back, the Connors let you keep working like nothing happened!"

Apparently, Eddie had hit the outer limits of his ability to reason. "_We're Venom! We're going to ruin Spider-Man's life! We're going to kill you and everyone else he holds dear!_"

Gwen tried to press her palm against his cheek again, but Eddie was thrashing too wildly to allow it. "Eddie, listen to me. That alien did something to your head. You're sick – you're in a mental hospital." She brought her hands together, bowed her head, and shut her eyes. "Please get better. Come back to us."

"_We won't be better until __Peter __Parker__ is lying broken on the ground, begging us to end his suffering!_"

This was hopeless. Gwen reluctantly made for the door. "Bye for now, Eddie. I'll try and visit again soon, I promise, but right now I need to go. Thanks for telling me all this."

After that, Dr. Kafka escorted Gwen out the building. The screams of "_We're Venom!_" echoed in Gwen's ears long after she finally made it out Ravencroft's front doors. Jesus Christ, Gwen had thought her granny's nursing home was bad.

Gwen's father was waiting for her in the car.

"Did everything go alright?" he asked in a tone of voice that implied Gwen was liable to fall to pieces any second now.

"Daddy..." Gwen fastened her seat belt. "...I think Peter might be Spider-Man."

Her father laughed. "You just now figured it out?"

* * *

Gwen sat on her bed, staring at her phone and holding her breath. Peter had to text back soon. Gwen had texted him "WE NEED TO TALK ):B( " in all caps and everything. " ):B( " was her emoticon for giving him The Look (The first parenthesis was the eyebrow and the "B" was glasses).

This was it. She knew his secret. Before, when the media had accused Peter of being Spider-Man, Gwen hadn't actually believed it. She'd never outright asked Peter, but if she _did _outright ask Peter, and if she was fairly confident he was Spider-Man, Peter wouldn't deny it to her in private, right? There'd be no reason to. Peter must have had his reasons for not telling her before. He was probably scared Gwen would freak out and tell everybody. And Gwen was hardly one to talk – she hadn't been able to spit out her feelings for him for years.

Man, though, Gwen couldn't even begin to fathom how much stress Peter was under. Constantly putting his life on the line, being attacked by supervillains every other day... It must have been a nightmare.

* * *

"Whoohoo!"

Spider-Man sailed through the skies of New York City and landed in the middle of the street. Across from him stood a man in a monkey costume holding a bag of money.

"You've finally met your match, Spider-Man!" The man pulled himself to his full height. "I... am... THE GIBBON!" (Said height was about five feet tall.)

Spidey held out his hands. "You... are... the perfect target practice for my shiny new web-shooters!"

_Thwip_.

From inside his cocoon, the Gibbon muttered, "I thought they were organic..."

* * *

There was nothing on Gwen's phone but the background picture of her late mother. Peter still hadn't texted back. What on earth could be keeping-? Oh, duh. He was probably out swinging around and fighting crime. Guess Gwen would have to get used to that.

Peter was really Spider-Man. Just thinking about it made Gwen's head spin. And she thought she'd been infatuated with him before! Heck, if Gwen had known _Peter_ had saved her life, she'd have kissed him _before_ Thanksgiving dinner. That did it, as soon as Peter texted back, Gwen was breaking up with Harry over the phone. Over text if he didn't answer. Sorry, Harry, but Gwen's childhood crush had just turned out to be a freaking superhero!

Besides, she and Harry were pretty much done, anyways. He was about to be so busy being CEO of Oscorp, he wouldn't even be going to Midtown High anymore. Gwen had waited a courteous amount of time after his father died. Harry would understand.

Suddenly, the phone's screen winked on. Oh, the text was here! It read: "Come over NOW. Found more of the Green. I need you." Gwen's heart skipped a beat. It was from Harry.

The next thing she knew, Gwen was throwing on her shoes and yelling, "_Dad! Dad!_"

* * *

Gwen raced into the penthouse to find Harry sitting on the couch, staring out the window – which already looked like it'd never been smashed by a goblin at all.

"I'm here, Harry! What's going on?"

"There- There was- They raided Menken's apartment," Harry stammered out. "They found so much Green. It's all downstairs. It'd be so easy to just... just... slip down there and..." His voice broke.

"Harry..." Gwen seated herself and wrapped her arms around him. "I will _never_ let you go back on the Green."

"I know, Gwen... I know..." Harry buried his face in her shoulder.

"We need to tell your mom."

"Gwen..." Harry was trembling. "I love you _so much_. You know that, don't you? You're my savior."

Gwen blushed. "Harry, that's-"

Before she had time to react, his lips were on hers.


	5. Oxymoron

Rockaway Beach wasn't the most exciting place in a city full of superpowered heroes and villains duking it out on a daily basis. Nevertheless, the little girl came here as often as she could, improving her sandcastle skills and periodically taking a wistful glance at the sand dunes, as is she was expecting them to come alive any moment now.

Actually, that was exactly what she was expecting.

Rockaway Beach wasn't the most exciting place in New York, but it was worth the wait to finally see your castle quadruple in size before your eyes.

"Hey, kid." A face formed on one of the turrets, compete with googly white cartoon eyes (made of colored sand, of course).

"You're back!" The girl threw her arms around the turret, cuddling up against its face.

"Yeah, yeah, just, uh... don't tell anyone you saw me here, alright?"

"Okay, Sandman."

The next couple hours were spent making sandcastles and sanddragons and sandunicorns, and then Sandman buried the girl up to her neck, and then she tried to bury him up to his neck (which didn't really work), and then she made sand angels, and then...

It wasn't until sunset that the girl's parents finally called out, "Come on! Time to go!" Once they were safely out of sight, Sandman shifted back into human-shape so the girl could give him a goodbye hug.

The little girl yawned. "You made me tired."

"Nah, that's the other Sandman."

"What?"

"Nevermind... G'bye, kid."

The girl wrapped her hand around his thumb. "Can't you come home with me? You can live in my bedroom and I'll find plenty of sand to feed you and-"

"Sorry, kid." Sandman shook his head, scattering grains everywhere. "Your folks wouldn't want me around."

"Because you're a criminal?"

"_Was_ a criminal," said Sandman. "I don't do that no more."

"Then why do you always have to hide?"

Sandman's eyes drifted towards the horizon. "I... I don't know."

* * *

Gwen watched the buildings zoom by. Her head was about to explode. Peter was Spider-Man and Eddie was Venom and Harry had kissed her and she'd let him and she had homework due tomorrow that she hadn't even started on! And if Eddie didn't have the black alien, where was it? Had Spider-Man killed it? Someone please tell her Spider-Man had killed it.

"Gwen?" From the driver's seat, her father broke her out of her thoughts. His eyes stayed fixed on the road as he spoke. "I'll be blunt. I know this is the oldest 'dad saying' in the book, but I don't like your boyfriend."

Gwen tensed. "I'm only trying to help him."

"That's noble of you, but Harry has a mother and a therapist who probably costs ten times as much as ours. It's their jobs to help him, not yours."

"I don't like him either." Gwen impulsively touched her nose – force of habit from her glasses-wearing days. "I was about to break up with him, but then his dad died." For not the first time, she was tempted to inform her father that Harry's dad had turned out to be a bomb-throwing maniac in a goblin costume, but she bit her tongue. "If I leave him, he could get back on the Green."

"Yes, and he _knows_ it." At the red light, Gwen's dad hit the breaks a little too hard. "I've seen my share of recovering addicts, Gwen. I know how they think. Why would Harry ever want to get better if it means his girlfriend will leave him? All you're doing is digging yourselves deeper."

"Okay, okay, you're right." Gwen glanced at her phone. Still nothing from Peter. "I'm going to break up with him. I just need to find the right moment, that's all."

The car filled with silence.

"Hey, uh, Dad?" Gwen could feel her cheeks growing hotter. "Random question: How would you feel about your daughter dating a superhero?"

"Depends." Her father smirked at her through the rear view mirror. "We talking Steve Rogers or Tony Stark?"

"Well, this one _does_ wear red, white, and blue..."

"I'd say associating with Spider-Man puts you in danger, but being my daughter does that anyways." Her father let out a sigh. "Octavius is in Ravencroft, and the tech he stole is at the bottom of the ocean, but I wouldn't put it past him to have backups somewhere. And Toomes, Beck, and Kravinoff are still at large. That's half the Sinister Six."

"The Terrible Three?"

"Sure. The point is, they may want leverage over me again, and..." He took his eyes off the road long enough to smile at her. "...I'd sleep easier at night if Spider-Man had some added incentive to keep you safe."

Gwen smiled back. "He hasn't returned my texts yet. What do you think he's up to?"

"Probably out saving people."

* * *

"Hey, Aunt May!" Peter caught his aunt halfway to the laundry room with a basket in her hands. "Notice anything different about me?" He flashed her a blinding grin.

May's face was a perfect blank. "Did you get a new haircut?"

Peter gave her a sour look. "I shaved."

"Oh, yes, of course!" May immediately nodded in agreement. "I see it now. Your chin looks completely transformed."

"Thanks, Aunt May. You always know just how to boost my self-esteem."

"Why are you getting all dressed up, anyhow?" May took another look over Peter. He was wearing a clean t-shirt, a jacket, and jeans, which was about as dressed up as Peter ever got.

"I'm, uh..." Peter's eyes drifted towards the ceiling. "...going out with a friend."

Aunt May raised a white eyebrow. "This wouldn't happen to be a _female_ friend, would it?"

"She might be of the feminine persuasion, yes."

"And is she a sweet blonde with a father in the police department, by any chance?"

Peter shrank. "The thing is, Gwen and I were _going_ to go out, but we were both dating other people, so we signed a Satanic pact in our own blood that said we'd each break up with them and hook up with each other. I did my part, but then Harry's dad died, and Gwen didn't have the heart to..."

Aunt May's The Look could give Gwen's The Look a run for its money. "Peter Benjamin Parker."

"I'm still waiting for Gwen!" Peter said hurriedly. "But, see, this other girl was _begging_ me to go out with her, and I kinda caved in. We're not gonna go steady, though! I'm just humoring her for one date, and then I'll tell her it's not working out, I swear."

"So you're going on a pity date."

"Well, I wouldn't exactly call it a-"

The Look returned.

"Yes, ma'am. Total pity date."

Aunt May shook her head. "Ben used to go on pity dates, too." She gave a wry smile. "There was this one _incredibly_ clingy girl named May Reilly..."

"See, now you're sending me mixed messages. I'm confused – is my true love MJ, Gwen, or the new girl?"

"You know who my money's on. I still say Mary Jane has a wonderful personality."

"Yeah, if 'wonderful' is old person talk for 'super-mega-foxy-awesome-hot,'" muttered Peter.

"What was that?"

"Nothing."

Aunt May let out a weary sigh. "Try not to break too many girls' hearts, Peter. And be back by curfew."

"Of course!" Peter's face was the picture of innocence. "Why would I _ever_ stay out with a girl past curfew?"

May laughed in spite of herself. Peter was about to head out the door, but she caught his arm. "Oh, and Peter?" She gave him The Look one last time. "No hanky panky."

"Don't worry," said Peter. "My hanky is a panky-free zone."

"_Peter._"

"I mean, yes ma'am."

* * *

Central Park. Of course she'd pick Central Park. Peter didn't know where he'd been expecting.

"...and that one's Nut-hider, and that one's Flufftail, and that one's Monkey Joe..." Sophia was naming the squirrels as they passed by. Or rather, telling Peter what the squirrels had named themselves.

"Okay, now you're just making stuff up." Peter pointed to one of the ducks in the park's largest lake. "What's that one named?"

"Oh." Sophia made a face. "That's a drake. You don't wanna know."

Peter checked his phone (Look, he wasn't an expert on dating etiquette, okay?). The screen read, "WE NEED TO TALK ):B( " Looked like Gwen's "Peter's on a date with another girl" sense was tingling...

"Well, not that this hasn't been romantic and all..." Peter's words trailed off as he stared at Sophia's face. She, apparently, had made a stronger effort than him to look nice. For once, her hair was tidy and she was in a dress. She wasn't Black Cat-MJ levels of pants-shattering hotness or anything, but still... The way she was looking at him...

_No, Parker! Focus! You like Gwen! GWEN! _

Aaaand now he was picturing MJ dressed as Black Cat. _Gah! Think of something unsexy! Think of something unsexy!_

"You okay?" asked Sophia. "You've got kind of a far-off look in your eyes."

Doctor Octopus in a speedo. Yes, that would do.

"Look, Sophia, you seem like a nice girl," Peter began, "but like I said, I don't want to lead you on."

"Yes, yes, I know." Sophia rolled her eyes. "You're madly in love with Gwen Stacy. Well, if that's how it is, I've got nothing against being your friend. How about you introduce me to your dream girl so I can be buddies with her, too?"

"Yeah, that sounds good." Peter smiled, not bothering to mask his relief. "Thanks for understanding, Sophia."

"And thank you for being cool and not treating me like a freak for having animal-talking powers." Sophia smiled back. "Really. That means a lot."

The two of them stood in awkward silence for a moment, watching the ducks drift through the water.

"So," said Peter, "wanna go get hotdogs?"

"Vegetarian."

"Oh, yeah. Right. Duh. Wanna go get _vegetarian_ hotdogs?"

"Sounds like a plan."

"I'll buy."

Sophia folded her arms. "I can pay for my own hotdog."

"_Oh thank God!_ I don't actually have any money!"

Sophia looked like she had a quite a retort, but just as she opened her mouth, a police car sped by the edge of the park, sirens blaring. Sophia gave Peter a quizzical look.

"He's probably just handing out a speeding ticket," said Peter.

Another police car sped past.

"I'm sure it's nothing the police can't-"

Followed by another five.

"I'd better go."

* * *

An armored truck barreled down Park Avenue. It was about twice as big and twice as fast as any truck is allowed to be.

"_Yeah!_" screamed the goombah behind the wheel.

"What are you so happy about?" snapped his partner in the passenger's seat. "Did you see how many police cars are on our tail?"

"So what? We stole a whole arsenal of Stark tech! No one can beat us now! The world's our oyster!"

"Yes, you're right, we've gotten off totally scott-free. It sure is a good thing Stark Tower doesn't have some kind of, I don't know, _heavily armored bodyguard_ that might have a reason to be cross with us."

"You worry too much," said the goombah as he ran a red light. "Besides, can you imagine the look on Silver Sable's face when I hand her all these guns? She'll have enough fire power to storm Ryker's and free her dad! She'll be so grateful to me, maybe she'll even-"

He was cut off by his partner's hideous laughter. "You seriously think you've got a chance with Sable? YOU?"

"Hey," said a third voice, "if she'll date a dude who looks like Hammerhead-"

"_Spider-Man!_" The goombah swerved wildly, but Spidey was stuck tight to the truck's hood.

"You know my name? I'm honored! Here, let me in so I can shake your hand." Spidey smashed his fist into the windshield, but it remained distinctly un-shattered. "Huh. Someone sprung for the reinforced glass."

"Take the wheel! Take the wheel! I got him!"

"What? No, you idiot-"

The goombah released the steering wheel so he could grab a fancy-looking laser-rifle from the floorboard (TM Stark Industries all rights reserved). Then he rolled down the window and aimed for a certain friendly neighborhood superhero.

"Hey, watch it, Ralphie, you'll shoot your eye out!" The next thing he knew, Spidey was ducking plasma blasts.

Suddenly, the goombah's partner shrieked and Spider-Man got maximum strength spider-sense tingles. He managed to hop onto a nearby wall in time, but the truck wasn't so lucky. With a screech of tires and an ear-splitting _crash_, it smacked into something in the middle of the street. Some kind of brownish dust was sent scattering everywhere.

"What the-? Oh no." Spider-Man groaned. Now the "brown dust" was taking the shape of hands and holding the truck down. Next up, sand seeped through the cracks of the truck and engulfed the passengers.

By the time Sandman solidified in the middle of the road, complete with his trademark striped green shirt, he was surrounded by every last squad car in the district.

"Marko? You're alive?" Spidey hopped down, landing between him and the police. "Well, this is awkward. We've already deleted your Facebook, sold all your stuff on Craigslist-"

"What, you really thought gettin' turned to glass was enough to stop the Sandman?" Sandman puffed out his chest. "Evenin', officers. Got a little somthin' for ya." He threw a big pile of sand their way, and resting in the center was a duo of criminal masterminds.

"I wonder if there are any hot chicks in prison?" said the goombah.

"Yeah," said his partner, "I'm sure Ryker's _Men's_ Prison is crawling with babes."

Every last officer aimed their guns and/or tasers at Sandman.

"I've turned over a new leaf," Sandman told the crowd. "I'm a hero now."

"Are you joking?" yelled Sergeant Carter. "Do you know how many laws you've broken just by existing, you freak?"

Sergeant DeWolff, on the other hand, calmly put away her weapon. "Carter, if you've got a way to arrest a man made out of living sand, be my guest. As for the rest of you," she called out to her fellow officers, "if the Sandman's not currently a threat to public safety, I suggest we don't antagonize him."

Sandman turned to Spider-Man. "Hey, Web-Head, can I talk to you in private?"

You couldn't tell with the mask on, but Spider-Man looked highly skeptical. "The last time you said you wanted to be a hero, you called me gullible and then punched me in the face."

Sandman held up his hands. "No tricks, I swear. From now on, I'm goin' straight."

"Aww, but you and O'Hirn were so cute together."

"Ha _ha_."

Spider-Man and Sandman adjourned to a nearby rooftop. When the old spider-sense failed to tingle, Spidey cautiously seated himself, letting his legs hang over the building. Beside him, Sandman simply let his legs turn to mush, which seemed to be his way of relaxing his muscles – or, uh, silicate particles.

"So," Spidey began, "what made you change your mind about becoming a hero?"

"I guess it all started with that oil tanker..." Sandman's eyes wandered towards the ocean on the horizon. "I was so reckless, I nearly killed a boatload of people. All I ever wanted was the big score – I never wanted to rack up a body count. It made me realize something. With my powers, I can pretty much do whatever I want and nobody can stop me-"

"Well, I like to think I never _failed_ to stop you..."

"Those were flukes," huffed Sandman. "The point is, I'm really, really powerful, but I realized that also means I gotta be really, really, uh..."

"Responsible?"

"Nah, that sounds dumb. I'll think of a catchier way o' wordin' it later."

Spider-Man folded his arms and grumbled something under his breath.

"Anyways," Sandman continued, "the explosion turned me to glass, but it didn't turn _all_ of me to glass. What was left of me escaped and ate some more raw silicates, but then I thought, hey, I might not have been dead, but everyone _thought_ I was dead. It was a chance to leave Manhattan and, y'know, look for the big score somewhere else."

Spidey leaned back, kicking up his feet against the building's railing. "Somewhere with less arachnid-themed heroes to foil your plans?"

"Exactly. Without any superheroes around, bein' a crook was easy pickins. All I had to do was lay low and not make a scene every time I stole somethin', and I could pretty much get away with anything." Sandman bowed his head. "And that's when – Well, I never checked in with a therapist or nothin', but I think I got some pretty bad depression. Back when I was just Flint Marko, I was never really on good terms with my family, and I'd be on even worse terms with 'em if they knew I was a freak now. The only friend I ever made was O'Hirn – he'll probably laugh at me for goin' soft, but whatever. And if you hadn't noticed, I'm made o' sand, so I can't taste food or do drugs or pick up hookers. Not for lack of trying-"

"Too much information, dude."

"I realized that even if I got my big score, I'd have nothin' to spend it on." Sandman scowled to himself. "I mean, what, I'd buy a nice house so I could lounge around all day playin' video games and watchin' Netflix? I've done more than enough of that already, let me tell you.

"Heck, I even started gettin' all existential. Like, am I ever gonna grow old? Am I ever gonna die? _Can_ I die?" He sighed heavily. "I was a lab accident – I bet not even the jerks at Oscorp know for sure. So, like I said, I got depressed."

Sandman shut his eyes again. A tranquility seemed to be overtaking his face. "Then I remembered the oil tanker... how good it felt to save all those people... and I remembered what you said to me." He opened his eyes to grin at Spider-Man. "So here I am, bein' a hero like you wanted. Yeah, Hammerhead and the Big Man are gonna be ticked, but what's the worst they can do to me, right?"

"Actually, the feds are shoving themselves up Tombstone's nose right now, so you're probably in the clear," said Spider-Man.

"Even better." Sandman turned towards the city behind them, where a big tower with a stylized "A" loomed over the landscape. "Heck, I'm so unbeatable, I bet I could go all the way to the top." He turned back to Spidey. "Say, are _you_ an Avenger?"

"Well, I would be, but you would not believe how much paperwork I've got to get straightened out. I'll be joining any day now, though."

Sandman raised an eyebrow.

"No." Spidey bowed his head. "No, I'm not an Avenger."

Sandman smirked at him. "Bet'cha they let me onto the team once I make a name for myself."

Spider-Man brought a hand to his forehead. "Alright, alright... Look, Marko, believe me, I'm glad to hear you're joining the side of the angels and all, and I want you to be happy, but you've gotta realize, being a superhero's not exactly a walk in the park. I'd take video games and Netflix over having a different supervillain for every day of the week. I don't do this because it makes me happy – I do it because it's my responsibility. Understand?"

"Yeah, yeah, sure." Sandman's eyes were glazed over with thrill. "Hey, people will like me a lot better now that I'm a superhero, right? Maybe I could meet someone, make a new life for myself?"

Spider-Man stood up. "I hope so, Marko. You're a good guy. But I should warn you, the Daily Bugle's gonna drag your name through the mud."

* * *

"I love Sandman!" Jameson held up today's front page. It read, "SANDMAN FOILS THE KANGAROO," complete with a big picture of a man in a kangaroo costume buried from the neck-down in sand. "Finally, New York gets a nice, respectable hero who doesn't hide behind a mask! Everyone knows he's, uh..." He turned to his secretary.

"Flint Marko," said Betty Brant without looking up from her computer.

"Right, Flint Marko. And the best part is, he's so good at stopping crooks, he makes Spider-Man look like a total loser!"

"But Mr. Jameson," spoke up Peter, "Sandman used to be a criminal! Maybe we should be keeping an eye out in case he, y'know, relapses?"

"I know he was a criminal!" said Jameson. "That's the best part! Everyone loves a redemption story!"

"So if Spider-Man renounced his 'criminal ways' and gave up his secret identity, would you suddenly trust _him?_"

"Don't confuse the issue, Parker!" Jameson turned to a man waiting in the corner of the Bugle – a long-haired, bearded, glasses-wearing kinda guy. "You! Urich! Drop whatever investigation you were doing on that D-list vigilante of yours and write a piece on Sandman instead!"

Urich rolled his eyes. "Whatever you say, Mr. Jameson."

"You!" Jameson turned to Ned Lee, who was hovering by Betty's desk. "Stop making goo-goo eyes at my secretary and drop that stupid Spider-Man secret identity report! The Web-Slinger's old hat now!"

"What?" Lee looked disarmed. "But what do you want me to do instead?"

"I dunno, go investigate that shady perfume factory or something."

Lee sighed. "Yes, Mr. Jameson."

"And you!" Jameson pointed at Peter. "If you're so good at taking pictures of Spider-Man, you should be great at taking pictures of Sandman! I want more on my desk pronto! NOW EVERYONE, GET TO WORK!"

* * *

_Thwip_.

Spidey barely paid attention to where he was going as he swung away from the Bugle building. Don't get him wrong, Spider-Man was thrilled to have the extra help – for some reason, none of New York's other numerous heroes ever seemed to patrol the same stretch of Manhattan as him. But, as much as he hated to admit it, Spidey couldn't help but feel a twinge of jealousy towards old Sandy. Ah well, Spidey wasn't a superhero for the glory. Who cared if Sandman was more popular?

But then... if Sandman was so much better at being a hero than Spider-Man – and with those sand-powers of his, it was pretty tough to beat him – well, didn't that... didn't that make Spider-Man obsolete? Maybe the Web-Head wasn't needed anymore?

* * *

"Boys, we have a problem on our hands."

Smythe had gathered Harry and Dr. Warren down in the deepest regions of the abandoned police station. It was a place filled with glowing, whirring machinery and plenty of robots with guns pointed at Harry's face at all times. Harry was visibly sweating.

"And that problem is named Sandman." Smythe pressed a button, causing his hoverchair to project holographic footage of Sandman foiling a bank heist. "Considering we can't even beat a kid in spandex, Sandman poses an enormous threat to our operations."

Warren shook his head. "Once again, I find myself cleaning up after Octavius's mistakes. Why am I not surprised? Lucky for us, Oscorp created Sandman, and that means Oscorp can un-create him."

"S-So we're going to kill him?" said Harry. "But this Sandman guy hasn't gone after us yet. What, are we gonna kill _all_ the superheroes in New York?"

"The criminal underworld is an integral part of Oscrop's rise to power," said Smythe. "Most of the insanely powerful superheroes don't really focus on street crime like Sandman does."

"But if he's so powerful, how are we supposed to beat him?"

"First, we need to understand how he works." Warren held out his clipboard, which was crammed full of notes.

"Yeah, how _does_ Sandman work?" asked Harry. "How the heck can a person be made out of sand?"

"Two words," said Smythe. "Nanomachines, son."

"Octavius built self-replicating machines and then used Pym particles to make them microscopic," explained Warren. "The machines were designed to bond with silicone granules and take on their properties. Next, the nanobots scanned Flint Marko's mind, and an exact copy of his consciousness was stored into each machine, effectively creating a 'sand hive mind.'"

Smythe made a show of rolling his eyes. "It's beyond me why you'd want a human mind in charge when you've already got perfectly serviceable robots."

"The AI would've been too complex to program," said Warren.

"Yes, and the brain of Flint Marko is _such _a better alternative..."

"Next, the subject was infused with the nanomachine-silicone granules. The idea was to give him subdermal armor. The problem is, the method in which Octavius introduced the subdermal particles went haywire, and instead of giving him armor beneath his skin, Flint Marko's entire body was replaced. The granules lost the ability to hold their shape properly, giving Sandman his versatile shapeshifting abilities."

"So Sandman is like a robot with a human brain?" said Harry.

"What, did you think the guy made of pure sand was organic?" Smythe deadpanned.

"There _are_ some striking parallels to natural organisms," said Warren. "As I always say, biology is the most advanced robotics. Sandman can only control sand connected to his central body. Eventually, the nanobots' lifespans run out, and the sand grains they're bonded to fall out of the hive mind. Sandman can't infest the same grain with a nanobot twice, which is why he must periodically 'eat' raw silicates so that the nanobots can self-replicate and bond the new machines to the sand grains."

"Where do they get the power source to self-replicate indefinitely like that?" asked Harry.

Smythe patted his shoulder. "That's complicated grown-up stuff. You wouldn't understand."

"There seems to be no upper limit to how much sand can join the hive mind at once." Warren flipped his clipboard around to show them a photo of an enormous Sandman towering over an oil tanker. "In theory, Sandman will run out of energy and die once he's fused with all available raw silicates in the universe."

"Yes, well, I'd rather not deal with a planet-sized Sandman, if it's all the same to you" said Smythe.

"Giving armor to super-mercenaries is one thing, but turning a person into sand seems so..." Harry faltered. "...unethical."

"I know." Smythe grinned. "Isn't it great? And now we're going to do it again!"

Harry gave a start. "_What?_ You want to make another Sandman _on purpose?_"

"Gotta fight fire with fire." Smythe turned to Warren. "Is the subject ready?"

"Right over here." Warren pressed a button on the wall, causing a screen to wink on. The monitor displayed a man strapped to some sort of machinery, struggling against his restraints.

"Hello?" the man called out. "Is anyone there? Where am I?"

Harry was trembling. "That guy's not a volunteer like Mac Gargan, is he?"

"Nope. This is Norman's old demolitions expert, Morris Bench," said Smythe. "He racked up quite a debt, and this is how he's paying it off."

"Oh God." Now Harry looked more than a little ill.

"Well, if he didn't want to be mutated into a freak of nature, he shouldn't have associated with Oscorp in the first place."

"Don't worry," said Warren. "We won't make the same mistakes as Octavius. We'll be sure to include a way to control this one. I've already had some success with the subdermal armor concept. For Molten Man, I added additional nanobots whose job it was to hold the armor's shape, allowing the particles to be evenly distributed. This time, however, we'll be making the subject a shapeshifter on purpose."

"But how will making another Sandman help kill the first one?" asked Harry.

"Oh, don't worry, little Osborn." Smythe looked pleased with himself. "I've got that covered. Now, then, Dr. Warren, without further ado..."

"Yes." Warren took one last glance over his clipboard. "Oh, I hope you don't mind, but as per usual, I improved Octavius's designs. If we're not specifically trying to make subdermal armor this time, silicone granules seem like an odd choice for the nanobots to bond to. I've programmed ours to bond to molecules that are a bit more... fluid."

* * *

"SANDMAN! PREPARE FOR YOUR DEMISE!"

There was a man in a kangaroo costume standing in the middle of Brooklyn, shrieking his head off and waving around a sack of stolen cash. Huh, that was the second one this week.

"You'll pay for humiliating my idol, Frank Oliver! I am the new Kangaroo, and I will make you suffer my HIPPITY-HOP OF DOOM-"

_Thwoof._

A burst of sand sent the Kangaroo flying backwards.

"Man, bein' a superhero is easy." Sandman took shape on the sidewalk.

As the police led the Kangaroo away, a brown-haired boy in a blue t-shirt approached the green-shirted superhero.

"Excuse me, Sandman, sir?" Peter held out his camera. "Peter Parker, Daily Bugle photographer. Would you pose for some pictures?"

Sandman grinned. "Sure, kid. Just be sure to get my good side."

This felt weird. It went against every bone in Peter's body not to web his camera to the wall, change into costume, and then beat up Sandman in front of it. He wouldn't even be telling a white lie when he handed Jameson the pictures. Peter wasn't sure he could handle that.

But as it turned out, before Peter could snap a single photo, a nearby fire hydrant exploded.

_Spider-sense tingling!_

Around the time the torrent of water formed into a humanoid shape, Peter made the call to duck into an alleyway and change into costume. He even made sure to web his camera to the wall – looks like he'd spoken too soon.

By the time Spider-Man jumped back into the scene, Sandman had already morphed himself to about double his usual size and turned his hands into sledgehammers. Across from him, the water gushing from the hydrant had almost solidifed. This new supervillain seemed, for all intents and purposes, like a watery Sandman – kind of an average-looking blonde guy with a dark blue t-shirt. Or at least, that's probably what he'd looked like prior to the whole, y'know, water-powers thing. Now he looked more like a bunch of colored water in the shape of an average-looking guy.

"You know, when I told Hobgoblin I wanted more cheap knock-off villains, I was being sarcastic." Spider-Man looked from Sandman to the new guy. "Hmm, let me guess, your name's Aquam- No, no. Okay, you're Bubblem- Hmm, no, too 'Robot Master.' Wait, I've got it, you're Hydro-Man!"

Hydro-Man's reaction to his christening was to launch a jet stream at Sandman. Sandman had the common sense to make a hole in his chest, meaning the water punched a hole in the wall behind him. Holy cow, that was some tough water.

"Where'd you come from, pal?" asked Sandman. "What do you want with me?"

"I have- have to kill you!" From his slurred sentences and heavy panting, Hydro-Man didn't come across as the most stable of individuals. "Or else th-they... won't... let me... die..."

Sandman traded glances with Spider-Man. "Sounds like whatever happened to this guy, he didn't take it as well as me. His brain's turned to mush."

"Any plans to beat a dude made of water?" asked Spider-Man.

"You... CAN'T!" A miniature tidal wave erupted from Hydro-Man's chest. Spidey immediately webbed up some bystanders and swung them to higher ground while Sandman morphed into a wall to take the impact.

Once the flood was past and the pedestrains were safely on a rooftop, Spidey jumped back into the fray. "So we've got Sandman, Molten Man, and now Hydro-Man. Now all we need are Windman and Heartman, and you'll be able to let your powers comb-"

"Shut up!" Another jet of water punched a whole in the wall mere inches from Spidey's beautiful, beautiful face. "Don't you see what's happened to us?" Hydro-Man launched his entire self at Sandman, but Sandman sidestepped him. "We're freaks of nature! We have to die!"

"Dude, chill for a minute!" yelled Sandman, dodging swipes of Hydro-Man's watery arms. "If you keep spazzing out like this, you'll drown innocent people!"

Hydro-Man seemed too preoccupied with flailing around like a maniac to care.

"Sandman!" yelled Spidey. "I think he's after _you!_ Let's take the fight somewhere with less people around!"

"You got it, Web-Head!" Sandman obediently slithered towards the nearby beach, and Hydro-Man followed suit.

Wait, Hydro-Man was headed towards the ocean? Spider-Man was no expert on mutated water-people, but something told him that was a bad thing. "Sandman, wait!" He swung after them, but by the time he arrived at Rockaway Beach, it was too late.

Sandman had merged himself with the beach, while Hydro-Man dived into the ocean and vanished. And the next instant, well... picture a Japanese monster movie. Any Japanese monster movie. The twin behemoths, one of sand and one of water, towered over the skyline.

"Okay," Spider-Man said aloud, "I think our friendly neighborhood Spider-Man is officially outclassed with this one. If only I had a giant robot..."

Yeah, there wasn't a lot a strong, fast guy who squirted adhesive could do against the gigantic, living elemental beasts. And that meant Spidey would be focusing on getting civilians out of harm's way while he prayed for the Fantastic Four or the Avengers or Jesus to pop out and save the day.

While Spider-Man swung around like a chicken with its head cut off, the ocean was busy punching the beach in the chest.

"Knock it off!" said Sandman. "If we could just talk things out for a minute-"

"I had a family!" yelled Hydro-Man. "I had a life! And now I'm a monster doomed to die!"

"Doomed to die? What are you-? _Agh!_" Suddenly, the region of sand struck by Hydro-Man's massive fist fell off of Sandman's body. "_What did you do to me?_"

"We have to die," said Hydro-Man. "We both have to die."

"Screw this!" Sandman – or what was left of him – turned into a whirlwind of dust and shot away.

"Sandman, wait!" Spidey yelled after him, but it was no good. Looked like Sandman was heading towards the nearest storm drain to hide in. So would Hydro-Man leave the ocean and follow after him, or...?

"Wait, wait!" Suddenly, the woman Spider-Man had been ferrying to safety started shrieking her head off. "My daughter!"

_No._ Spidey turned towards the beach. There was indeed a little girl sitting in the sand. She was staring at the massive water monster spiraling above her, paralyzed with fear. Spidey immediately swung for her, but she was too far away, and a tidal wave was coming in fast. He wasn't gonna make it! He wasn't gonna-

"I got you!" A big, sandy hand scooped the girl up and flung her into Spider-Man's arms.

"Sandman, look out!" The little girl screamed.

The next thing anyone knew, a massive wave of water hit the sand.

* * *

Harry stared at the screen. His jaw hung open. The footage from Smythe's spy-robots was of pure pandemonium as beachgoers fled from the eruption of water and sand.

Harry turned to scowl at Smythe. "Do you have any idea how many people Bench is about to to kill, you sociopath?"

Smythe threw his hands in the air innocently. "Well, you can't make an omelet without breaking a few eggs."

"_Is that supposed to be funny?_"

Smythe rolled his eyes. "Calm down, little Osborn. I've got it all under control."

"Bench got into the ocean!" snapped Harry. "What happens when those nanobots self-replicate and merge with _the whole __freaking__ ocean?_"

"Hydro-Man will be very, very big," said Smythe. "Duh."

"Didn't you and Warren put any limit on how many nanobots there can be? Aren't you worried about gray goo?"

"Actually, I've come hilariously close to starting a gray goo apocalypse on five separate occasions. Not counting this one."

Harry's fists were gripped so tightly, his knuckles were turning white.

"Calm down, I know what I'm doing," said Smythe. "I put a kill-switch into Bench's nanobots. At the push of a button, they'll self-terminate. Better yet, they've got a virus that'll infect Sandman's nanobots with the same programming upon contact. As soon as Sandman's contracted the virus, I press this button here-" He pointed to a panel on his hoverchair's armrest. "-and boom, no more Sandman _or_ Hydro-Man."

"That... That works." Harry seemed to ease up the slightest amount. "So you don't want to keep Hydro-Man around, then?"

"Of course not," snorted Smythe. "These shapeshifter-types are way too hard to control. Norman controlled Molten Man because he could switch his subdermal armor on and off, but Hydro-Man's mutation is irreversible. The only reason I got him to follow orders is because I promised him the sweet release of death." He glanced back at the screen. "Oh, speak of the devil, I think Sandman's getting the virus now."

* * *

"_Sandman! Sandman!_" The little girl struggled in vein against her mother's grasp.

"Yeah, I wanna save him, too, kid," sighed Spider-Man, "but there's nothing we can do."

How had Spider-Man beaten Sandman before? Cement? Freezing? That probably wasn't gonna work against the entire ocean. So far, Hydro-Man had only fused with the water a couple feet out from the shore, but he was growing by the minute. Pretty soon, this would be a global threat, right? The other superheroes had to show up sooner or later. At the very least, you'd think the Sub-Mariner would pop out and yell at Hydro-Man to get off his lawn.

With a deafening _boom_, Hydro-Man pinned Sandman down against the beach (Well, Sandman technically _was_ the beach, but... you get it). Sandman struggled to escape, but he also happened to be the only thing holding Hydro-Man back from flooding the horde of innocent people scrambling for safety.

Sandman caught the little girl's eyes, then Spider-Man's. "I... I don't do this because it makes me happy."

Spider-Man nodded.

The next instant, Hydro-Man merged into every last one of Sandman's pores. For a moment, the two of them squished together into some kind of giant-sized Mud-Thing... and then there was a _sploosh_, and the creature collapsed into a big pile of wet sand.

Spider-Man blinked. "Does anyone else have no clue what just happened, or is it just me?" He ran over to the wreckage of the fight, but both the sand and the water was now totally lifeless. "I guess they canceled each other out somehow."

He scooped the mud up in his glove. Were they both really gone? Sandman could be hiding again, but Hydro-Man seemed more like the "attack everything blindly" type. Beneath his mask, Peter shut his eyes. They'd have re-formed by now. "What I said last time... it's really true now. You finally got your big score, Marko."

The last time Peter had said that, Marko had turned out to still be alive. Peter sincerely hoped that was the case this time, too, but the odds weren't looking great. Peter might not have understood what the heck was going on here, but he did know one thing – whoever sent Hydro-Man after Sandman had murdered a good man. Two good men, assuming Hydro-Man was an innocent victim in all this.

And Peter didn't know for sure who the culprit was, but between Scorpion and Hydro-Man, he was willing to bet Oscorp was involved. He thought that particular nightmare had been over when Norman died, but it looked like Peter couldn't keep ignoring it and hoping no more supervillains showed up. He had to cut this off at the source.

As the last of the sand slipped through his fingers, Peter made a vow. This was the last life Oscorp would ruin. No more Flint Markos. No more Mark Allans. No more Harry Osborns.

* * *

The little girl stared at the sand at her feet. Rockaway Beach wasn't the most exciting place in New York, but it was worth the wait. Sometimes you just had to be patient, that was all. Any minute now... Any minute now...


	6. Anthropomorphism

_Thwip_.

Sometimes, when Spidey was really lost in thought, he'd swing circles and circles around Times Square. It got to the point where dozens of webs hung off the same few buildings like a horde of giant spiders had come through.

Hmm... Spider-Man was reasonably sure Oscorp was to blame for his supervillain troubles – he didn't know what other organization in New York had the will and the resources to go after old Web-Head like this. The trouble was, Oscorp was a huge company that employed a whole bunch of people. They couldn't _all _be in on the conspiracy, could they? It was probably only the higher-ups. Stormin' Norman had obviously known what was up, but he was six feet under now, and Donald Menken was in Ryker's. That was two goblins down. Who did that leave? Harry? No way. The guy was a little far removed from reality lately, but just because he was recovering from goblin-flavored steroid addiction didn't mean he was an amoral monster. But... grr, Spidey couldn't think of any better suspects. Guess he'd be investigating Harry after all. And right when he'd been getting used to _not_ thinking of Harry as the Green Goblin.

Wait. What about Miles Warren? That's right! He'd been all buddy-buddy with Norman, hadn't he? Maybe he was continuing the Goblin's work? Spidey wouldn't put it past him – Warren was a total creeper. That settled it. Spider-Man would swing over to Empire State right now and-

_Riiiing._ An alarm was going off. Looked like someone was robbing a jewelry store. _This ought to be good._ After webbing his camera to a flagpole, Spidey dropped down to the street to find a familiar face in a bear costume running off with a fistful of diamonds.

"Maxwell!" he called out. "It's been too long! Out of Ravencroft, I see. How are the ribs doing?"

"Spider-Man!" The Grizzly made his most ursine snarl. "I will crush your bones in my jaws!"

"The Daily Bugle really raked me over the coals last time, so before I clock you, I want to make it clear that as a total nerd myself, I respect all internet subcultures. I was only kidding before. It's not what you look like on the outside that makes you a complete doof-"

"_Raaaaaarwr!_"

Spidey ducked a swipe of the Grizzly's claws.

"Don't worry, I'll be sure to give you a nice soft tap this time." He smashed his fist into the Grizzly's hairy chest- _Clang! _-and then fell backwards, clutching his knuckles. "Ow, what the-?"

"Surprised?" The Grizzly grinned. "It's a steel exoskeleton. I took your advice – now the suit actually _does_ give me super strength."

"Wow, you're learning." Spidey backflipped out of range of the Grizzly's claws. "At this rate, maybe you'll finally pass kindergarten."

_Spider-sense!_ But where-?

A black portal opened by Spidey's head. _Crack!_ Before he realized what was happening, a fist popped out to smack him in the face.

"Hear that, Grizzly?" Out stepped a man in a white, skintight one-piece covered in black polka dots. "Kindergarten, he says."

"Ohhh, I get it." The Grizzly cracked his knuckles. "He's saying I ain't passed kindergarten yet because I'm stupid. Ha. Funny."

From his smear on the pavement, Spidey feigned applause. "Very good, Maxwell."

_Spider-sense again?! _Spidey tumbled out of the way, narrowly avoiding a third supervillain smashing into the pavement.

"If you wanna patronize someone, why don't you patronize THE GIBBON?" The Gibbon pulled himself to his full stature, which seemed to be a good foot taller than last time.

"Well, if you ins-" _And it tingles a third time_. Spidey hopped into the air, landing on a flagpole just as the Kangaroo emerged from one of Spot's portals. He took his place beside his comrades.

"Finally, I can get revenge on the man who put my idol, Frank Oliver, behind bars." The Kangaroo cackled to himself.

"Actually, that was Sandman, remember-?"

"DON'T TRY TO CONFUSE ME WITH YOUR MIND-TRICKS, WALL-CRAWLER!"

The team of Grizzly, Spot, Gibbon, and Kangaroo II approached Spider-Man in unison.

"You've finally met your match, Web-Slinger," said the Spot. "We are the Spider-Man Revenge Squad!"

"Oh no," said Spider-Man. "I'm in trouble now. Move over, Sinister Six."

_Whoa, what the-? _The next thing Spidey knew, Gibbon and Kangaroo were flying at his face. It took every last drop of his spider-reflexes not to get punched again. _Man_, they were fast!

"Surprised, Spider-Man?" taunted Kangaroo. "The four of us met in Ravencroft, then escaped together and pooled our money to buy the Tinkerer's finest mechsuits." He gestured to the angular lumps under their costumes.

"And I've been practicing with my powers, like, a whole bunch!" added Spot. "There are so many applications of my spots I'd never thought of before!" Suddenly, a black circle formed at Spidey's feet.

"Agh!" Spidey fell out another circle, putting him in range of Grizzly's fists. _Crack!_ Spider-Man went tumbling across the pavement. "G-Good job, Spot. Now you're thinking with-"

"_Die!_" Grizzly tried to body-slam Spidey, but he rolled out of the way at the last second.

"So if Frank Oliver is Kangaroo's idol, who's yours?" asked Spider-Man. "Nic Cage?"

_Gah, max-strength spider-sense!_ Four more portals opened in the air around Spidey's head, and out popped four different fists. Next thing Spidey knew, he was seeing stars.

"We got him!"

"Come on, let's scram before he gets back up!"

The Spider-Man Revenge Squad grabbed as much jewelry as they could carry, then ducked into one of Spot's portals, which promptly vanished, leaving Spider-Man alone on the shattered pavement.

Did... Did that just happen? No. Couldn't have. Spider-Man pulled himself out of his Spider-Man-shaped crater and groaned.

By now, a small crowd of pedestrians had formed around the jewelry store.

"What was that?" they whispered amongst each other.

"Spider-Man lost."

"He didn't lose. He got _creamed_."

"He got _smoked_."

"He got chewed up and spit back out."

"I always thought the Web-Head was cool, but I guess he's really just a little punk."

"It's not my fault!" Spidey yelled at the crowd. "One of those guys had portal-powers, and- and did you see the size of that bear?"

"Uh huh. Sure. Whatever you say, punk."

* * *

GAH! Peter smashed his forehead against the keyboard. This was _not _happening. He had _not_ just lost to the Legion of Losers. Ugh, he must have really been knocked off his game ever since Sandman died.

"Peter?" Peter glanced up from his Bugle computer to find Betty Brant standing beside him, looking concerned. "You haven't seen Ned anywhere, have you?"

"No, why?"

"He just..." Betty glanced away. "He stood me up last night, and now he hasn't shown up to work or returned my calls."

Oh, so Ned Lee and Betty Brant were a thing now. Peter would've felt a pang of jealousy, except his attempt to ask Betty out had been more humiliating than his fight with the Legion of Losers.

"PARKER!" Without warning, the door to Jameson's office burst open and the Jolly One himself stormed into the newsroom. "WHAT IN THE SAM HILL HAPPENED TO THE DAILY BUGLE'S WEBSITE?"

Peter shrank under his glare. "I updated it like Robbie asked. It looked like something from the nineties."

"I DESIGNED THAT WEBSITE MYSELF!"

"When, two decades ago?"

"That's beside the point!"

"Here, I know what'll cheer you up, picklepuss." He knew he was digging his own grave here, but Peter retrieved a stack of photos from his backpack and handed them to Jameson.

The instant Jameson's eyes hit the picture, a diabolical grin spread over his face. "I love it. Looks like the furries got their revenge on the Wall-Crawler! Hmm, what do we got here? A bear, a monkey, a bunny, and a dalmatian. Beautiful!"

"This is _so_ unfair." Peter folded his arms. "Yeah, Spidey screwed up this time, but that doesn't mean he deserves to be made fun of. How many lives has he saved, exactly? Hasn't he earned a little respect?"

"Oh, please," scoffed Jameson, "Spider-Man's never done a single heroic thing in his life."

"_Are you for real?_"

"Yeah, he stops robbers and supervillains, but there's a reason he wears a brightly colored costume and cracks those stupid jokes of his." Jameson made for his office. "It's all for attention. Well, if he wants attention, I'll _give him_ attention." The door slammed behind him.

Peter was seething. Any second now, he was gonna Hulk out and burst into Jameson's office like the Kool-Aid Man.

"Don't take it personally, Parker." Mr. Robertson appeared behind him, putting a hand on Peter's shoulder. "That's just how Jameson is."

"A total butthole?" spat Peter.

Mr. Robertson took a breath. "He has principles. They may not be principles everyone else agrees with, but they're principles."

Peter exhaled through his nose. "Yeah. Whatever."

* * *

"Congratulations, Peter," said Sophia. "You're officially the first person in human history to hate their boss."

"I know, I know."

Peter and Sophia had upgraded from hanging out at the picnic table before school to hanging out at the picnic table after school. There was something surreal about talking so freely. This might be the longest conversation Peter had had without telling a lie since he was bitten.

"I'm not mad at Jameson," said Peter. "Not really. It's whoever keeps sending these supervillains after me. Something tells me they're not gonna stop at Scorpion and Hydro-Man. Marko was murdered because of them!"

A solemn silence filled the air.

"The poor man." Sophia shut her eyes. "There's no body to bury, just sand. How many people out there are even going to notice or care that he's gone?"

Peter put his hand over hers. "Marko was _this_ close to making a real life for himself. You can be, too, Sophia. I know what it's like to be the lonely weird kid. I swear, I'll always be there for you as a friend."

"I'll be there for you, too." Sophia gave a feeble smile. "Sorry if I make things weird between you and Gwen. I know it was kinda presumptuous to pressure you into going on a date like that. To be honest, I was thrilled out of my mind when you came up to talk to me all on your own. You're the first friend I've made in years who's not an animal, so... I guess I crushed on you pretty hard."

"Hey, it's okay." Peter laughed. "I have that effect on people. I'm sure Gwen will be cool with you."

* * *

Peter was talking to that raven-haired girl _again!_ He was so transfixed on her that he didn't even notice Gwen standing across the schoolyard! And he _still_ hadn't returned Gwen's texts! Gwen had seen that episode with Sandman on the news, so she knew Peter had been busy, but that didn't account for all the other hours he hadn't texted back.

"So have you managed to strangle her with your eyes yet?"

A red-haired girl came up to Gwen. She was beautiful beyond belief and decked out in a jacket-and-jeans combo that belonged on the cover of a magazine. The two of them had spent many man-hours attempting to replicate the look for Gwen, but at the end of the day, Mary Jane had flowing red hair and a perfectly sculpted face, whereas Gwen had contacts that made her eyes itch and acne hiding beneath her makeup.

"Hi, MJ," Gwen said dully.

"The last thing I heard, you and Tiger were conspiring to get together, and then... nothing." Mary Jane shook her head. "What happened?"

"Harry's dad died. I can't break up with him right after his dad dies."

"Does that mean you're suddenly not allowed to talk to Peter?"

Gwen brushed a strand of hair from her eyes. "Well, no, but-"

"Know why that girl's caught his attention?" MJ pointed a thumb over at the raven-haired girl, who seemed to be sharing a laugh with Peter. "She's assertive. She's confident. Look, girlfriend, if you want something to happen, you can't just lurk around in the background hoping for it. Besides, you never know, you might have the totally wrong idea about her. I know it's hard to believe, but straight men and straight women _can_ be just friends."

Gwen sighed heavily. "What am I supposed to do, barge right up to them mid-conversation?"

MJ flashed a devious smile. "Why not?

* * *

"Oh, hi, Gwen, I, uh..." Peter slowly removed his hand from Sophia's.

Gwen had The Look turned up to maximum strength.

"This is Sophia," said Peter. "She's a friend."

"Hi!" Sophia held out her hand. "Sophia Sanduval."

Gwen reluctantly accepted the shake. "Gwen Stacy."

Sophia gave an anxious smile. "Peter's told me so much about you."

Gwen stared at Peter with her cold, dead eyes. "You never texted me back."

"Sorry, sorry!" Peter cringed. "I've been busy with work. Jameson's a slave driver."

"It was kind of important, Peter." Gwen glanced at Sophia, then said carefully, "I visited Eddie in Ravencroft."

"Oh!" This caught Peter's attention. "Is he any better?"

Gwen shook her head. "Not by a longshot. But he's not raving incoherently anymore." She took a breath. "He told me the... _thing_."

Peter blinked. "What thing?"

"You know what I'm talking about, Peter."

Oh. OH! The thing! THE thing! "No, no, wait, Gwen, you've got it all wrong! Eddie is nuts! He says he was possessed by an alien! You can't believe a word he-"

"You know, too?" Sophia squealed at Gwen in delight. "That's awesome! We can be secret keeper buddies together!"

Gwen stared at her. Slowly, her eyes moved to Peter. The power of The Look was growing exponentially by the second. "So does Liz Allan know, too?" she asked flatly. "And Betty Brant?"

"You forgot Black Cat," muttered Peter.

"WHO THE #%$ IS BLACK CAT?"

"I can talk to animals, by the way," said Sophia. "Just mentioning that, in case you... Y'know what? I'm gonna go over there." She slinked away.

Gwen's entire body was quivering. "I talked to my dad, Peter. He thinks Eddie is telling the truth."

"Oh, come on, Gwen!" Peter let out a stilted laugh. "Eddie had a mental breakdown. He's spouting gibberish. And that alien he's raving about... Well, you've seen it for yourself. It's nothing but a pile of space-goop."

"I used to think that," said Gwen, "but then _the Earth was almost eaten by a giant, purple man! And it turns out Norse mythology is true!_ _So suddenly a black slime-alien that possesses people's brains doesn't sound __so__ far-fetched!_"

"You can't seriously tell me you believe that crazy hammer guy?" scoffed Peter. "And 'Galactus' was debunked by the press ages ago. People do weird, elaborate hoaxes all the time. Have you heard of Mysterio-?"

"_That's not the point!_" snapped Gwen. "You don't have to hide it from me anymore, Peter! I know you're S-"

"Peter! Peter!"

The conversation was put on pause once a pair of students approached them. These were Rand Robertson, Mr. Robertson's son, and Sally Avril, the sweetest, kindest, most well-adjusted girl in the whole school (Careful not to cut yourself on that sarcasm).

"Rand! Why are you talkin' to the nerd herd?" Sally's voice could wrench a symbiote off its host. "You'll contaminate yourself!"

"_Would you shut up for a minute?_" For once in his life, Rand actually scowled at his girlfriend. Whoa, the dude was usually so mellow. Guess there was a first time for everything.

Sally looked like she'd been slapped in the face (A mental image Peter dwelled on for longer than he'd like to admit). "Oh," she said faintly. "Yeah. Okay. Whatever you..."

Rand turned back to Peter and Gwen. His face filled with a grin – another first for Midtown's most stoic senior. "John's coming home!"

"John?" It took a second for the lightbulb to click above Peter's head. "Jameson's son? He's leaving Ravencroft?"

"Yeah!" Rand punched Peter's arm. "My dad just called me. We're having a party at his apartment with cake and everything."

Peter and Gwen traded glances.

"Sorry, Gwen." Peter gave an apologetic smile. "We'll finish our talk later. There's cake to be eaten."

* * *

Apparently, one of the perks of being an astronaut is getting a cushy apartment. Peter savored the gigantic living space – it was nicer than anywhere he'd be crashing for the rest of his life. And every inch of it was filled with people. Peter spotted Betty, Foswell, Mr. Robertson, Mrs. Jameson, and, of course, the picklepuss himself. Jameson was smiling, and it wasn't a smug, Spider-Man-schadenfreude smile, either. It was the genuine article. Talk about eerie.

Peter pointed to Jameson, then leaned into Gwen's ear and whispered, "Don't look now, but I think he's a Skrull." Gwen rolled her eyes.*

*_The Skrulls are also considered a hoax by the general public. – Ed_

At the head of the room, standing next to a decadent tower of cake, Rand was giving John his tightest bro-hug. John turned to the partgoers and grinned. "You know, I trained for a lot, and I mean a _whole_ lot of situations, even got strapped into a centrifuge, but they never covered alien spores in space camp." He held up his wineglass. "And I still beat 'em! The doctors say I'm completely normal! Well, as normal as I was before the spores, anyways." The crowd chuckled politely.

"C'mere, John, give your old man a squeeze!" Jameson threw his arms around him. "Your mom and I got you a little present." He reached into his pocket and tossed John some car keys.

"Mom, Dad, you didn't have to-"

"No arguments," said Mrs. Jameson. "It's yours, and we're not letting you pay a cent."

It was at this point that Gwen slipped away from the crowd, and Peter couldn't help but follow her out to the balcony.

"I got you some cake." Peter set down a paper plate holding chocolatey goodness on the balcony ledge, but Gwen ignored it.

"Is that what happened to Eddie, too?" she asked softly. "Alien spores got his brain?"

"Gwen..." Peter glanced back inside the apartment. "I swear I'll tell you everything, but can we not have this conversation with a gazillion people in earshot?"

"Okay, okay." Gwen shut her eyes, her cheeks filling with red. "You know this doesn't change anything, right? I still... love you."

Peter blushed back. "I love you, too, Gwen."

"I'm going to break up with Harry." Gwen impulsively touched the bridge of her nose. "Just don't let Sophia Sanduval steal you away before then."

Peter smiled. "Sophia's nice and all, but she's not nearly blonde enough for me."

Gwen laughed in spite of herself. "What?"

"And she doesn't try to fiddle with her nonexistent glasses every time she's embarrassed. I'm sorry, but I simply cannot be attracted to someone who doesn't do that."

Now Gwen was positively crimson. "Peter..."

"I have very rigorous standards. I won't date anyone who isn't at least number two in the class."

"Number two?" laughed Gwen. "I'm not sure you can date _yourself_."

He touched the top of Gwen's head. "You've got nothing to worry about from Sophia. She doesn't even wear a headband!"

* * *

Back inside the apartment, John was trying to see how much cake he could cram into his mouth at once. "You would not believe how sick I am of hospital food."

"Now, John, I know a new Cadillac's not as nice as being a superhero," said Jameson, "but it coulda been worse. Yeah, alien spores are bad, but, hey, at least you didn't turn into a rock monster."

"Don't worry, Dad." Jameson glanced out the window. New York wasn't known for its starry skies, but at the very least, the full moon was out. "You never know. Maybe Colonel Jupiter will rise again someday."

* * *

The full moon didn't quite extend to the ESU lab's windows. It was drowned out by artificial light.

"It's getting late." Debra Whitman was hunched over a table examining some beakers when Dr. Warren came up behind her. He patted her on the back. "Don't you think you ought to be heading home, little lady?" Then he patted a bit lower.

Debra stayed silent, her face blank as always. After a moment, she gathered up her things and left. As soon as he was alone, Warren waltzed over to a cabinet and pulled out Connors's notes. Finally, he could do some real work.

The jump from reptiles to mammals had been simple enough, but now Warren was wondering what other corners of the animal kingdom he could cover. Diving right into birds might be too much. Best to start off small. Start with the flying mammals and work his way up.

_Thump_. Warren flinched. What was that? He was the only one here... wasn't he? _Thump_. Slowly, Warren made for the door. _Thump_.

"Hello?" he called out. "Is anyone there?"

The door burst open. "C-Cuh-Connors!" Warren almost screamed before the figure stepped into the light and Warren realized he was human. The man's skin was so pale, you could see the veins as clear as daylight. His eyes were pink and bloodshot, and his jet black hair didn't seem to have been cut in a long, long time. The only clothing he wore was tattered, colorless rags.

"Connors," the man stammered out, limping his way into the laboratory. "Connors. Where's Connors?"

"In Florida," said Warren. "This is my lab now. Can I help you?"

"_I need Connors!_" The man hadn't looked too collected before, but now he looked downright panicked. "I... I met him over email. I was interested in his research on regrowing limbs. A few months back, he suddenly stopped replying to me. _God help me, I'm dying!_"

"Dying?" Warren face barely moved.

"Severe anemia. Extremely rare. Need his... serum... _now!_"

Warren glanced back at the beaker of red liquid resting on the table. "Let's say I had a dose of Connors's serum mixed up. Why would I hand it over to you without any..." He made a "greased palm" gesture. "...incentive?"

"I don't have any money!" snapped the man. "Please, I'm dying!"

"Hmm, yes, that is unfortunate." Warren ran his hand over the gun-shaped lump in his coat. "I wish I could help you."

_Thump._

Wait, another thump? Warren turned for the door in time to see it burst open yet again. The second visitor was a large, blond man in a navy blue suit.

"Miles Warren?" he said. "One of the country's top biogeneticists?"

"Can I help you?" Warren raised an eyebrow. Tonight was a good night for strange visitors, apparently. At least there were no jungle cats this time.

"I want power," said the newcomer. "Enough power to destroy Spider-Man! And you're going to give it to me!"

"What's in it for me?" asked Warren.

The man reached into his coat for his checkbook, scribbled in it with a pen, then tore off a check and handed it to Warren.

Warren glanced at it. "That'll do." He walked over to his work station and tossed the man a vial of orange liquid, which was attached in one of Connors's old injection devices. "Here, this will make you into one of those superpowered freaks that are all the rage with criminals these days."

"Yes!" The man grinned to himself. "Power... It's all mine..."

"That's not fair!" The first man charged at Warren, swerving like a drunkard. "_He's_ not dying! Give _me_ the formula!"

Warren sidestepped him. "Don't bother trying to incriminate me if things go awry," he told the second man. "I have friends in high places. They'll never trace this back to me. Now, if you'll write me another check, I'll give you the rest of the treatment. It'll take several days, but if you don't want to turn into a mindless animal-"

"Days? I want power NOW!" The second man strapped the device to his shoulder and injected the serum straight into his arm.

Warren's face twitched the slightest amount. Well, this wasn't good.

"Ha!" While Warren was distracted, the first man snatched the other vial from the lab table. Before Warren could react, the man downed the red liquid in one gulp.

Warren immediately drew his pistol, but by then, both intruders were already transforming. Darn. Warren was going to need a bigger gun.

* * *

_Thwip_.

Spidey didn't like web-slinging at night. It wasn't that it was too dark to see – City That Never Sleeps and all that – but given all the costumed weirdos running around (himself included, admittedly), Spidey simply preferred being safe at home under his covers once the clock struck midnight. Well, maybe it was just conditioning from Aunt May's curfew. Tonight, Peter had called to let her know he might be getting home a little late. His excuse had been John Jameson's party, but in actuality, he'd cut out early so he could swing to ESU. He hadn't even bothered giving Gwen an excuse.

Let's face it, she knew his secret. Peter couldn't keep denying it to Gwen's face, especially if the two of them were getting together. To be honest, Peter was glad Gwen knew – hiding his secret identity from his loved ones was the hardest part of the job, not to mention the reason Eddie was in Ravencroft right now – but at the same time, the fact that Eddie was still blurting out Spidey's identity to anyone who'd listen didn't bode well. Weren't Doc Ock and Electro in Ravencroft, too? What if they overheard Eddie's ramblings?

On the other hand, having a girlfriend who knew Peter was Spider-Man would be all kinds of awesome. Really, it was a good thing he'd dated Liz before Gwen – it'd been a great proof of concept that secret identities and dating lives don't mix. He wouldn't make the same mistake with Gwen. He'd be completely transparent with her. Peter wasn't just infatuated with her because she batted her eyelashes at him – he really loved Gwen. Even when Eddie and Harry had turned into creeps, Gwen had always been there for Peter, had always cared about him. It'd taken Peter a boneheadedly long time to realize it, but Gwen was more than his best friend.

_Whoop, hold the mushy thoughts for a second_. Spider-Man swung into the campus and landed on the lab's skylight. He peeked inside, then rubbed his eyes (or, well, the white parts of his mask) and did a double-take. That couldn't be right. Hadn't they already done the Halloween episode?

"Whoa, it's like an old film serial in here!" Spidey dropped inside the lab, landing between a terrified Dr. Warren and his two buddies. "_The Human Spider Versus the Living Vampire, Featuring the Man-Wolf From Planet Moon!_"

In tonight's episode, Spidey would be facing down not one, but _two_ supervillains. First off, we had Discount Nosferatu, a tall, thin guy with pale skin, red eyes, fabulous raven hair, and, oh yes, a pair of giant bat wings sprouting out his freakishly deformed hands. Second off, we had the bone-chilling Man-Wolf, a big, fuzzy, hulking kinda guy. Most of his clothing had been torn off, but his pants had miraculously survived intact.

The Man-Wolf snarled, but the vampire looked less vicious. He stared at his own hands, his eyes bulging. "What have I done? _What have I done?_" He clutched his chest. "_What's happening to me?_"

"Hey, look on the bright side." As he spoke, Spidey gave the Man-Wolf a good thwack on the nose. "At least you don't sparkle."

This seemed to distract the vampire from his existential horror. "Sparkle? I don't understand."

"Y'know what, I'm not gonna explain it. You're clearly in enough agony already."

The Man-Wolf didn't seem too eager for another taste of spider-punch (Okay, it was time for Spidey to officially retire that phrase). Instead, he set his beady yellow eyes on Dr. Warren, who was huddling in the corner.

"Stay away!" Warren fired a couple rounds of his pistol. They were direct hits, but all they seemed to do make the beast angrier. The Man-Wolf lunged-

_Thwip._

-and was yanked away by the tail. He yipped as Spider-Man swung him into a wall.

Spidey glared at Warren. "Next time, spring for the silver ones."

"Blood," the vampire said quietly, as if he was just realizing it himself. "I need blood."

Great. The only thing better than a vampire was a _hungry_ vampire. But before Spidey could deal with this, his spider-sense tingled and he dodged another pounce from the Man-Wolf. Wolfie crashed through a window and dashed off through the moonlit campus. Spidey chased after him outside-

_Spider-sense again!_

-and found himself ducking a flying Cadillac. The car smashed into the pavement where Spider-Man had been standing a second ago. It now had more in common with a crushed can than a luxury vehicle. And that, apparently, had been enough distraction for the Man-Wolf to escape. There was no way Spidey would find him in the dark... meaning the bloodthirsty vampire took priority.

"Hey, guys, what I miss?" Spider-Man hopped back inside the window right as the vampire was getting uncomfortably close to Dr. Warren, who'd been backed against a wall.

The vampire turned Spider-Man's way. "Get out of here! I don't want to hurt you, too! I can't control myself!"

"Here, lemme help." Spidey prescribed Alucard a healthy dose of web-fluid, guaranteed to keep his limbs stuck together for hours of murderous-impulse relief. With that out of the way, Spider-Man turned to Dr. Warren. "I take it Count Chocula and the Big Bad Wolf are yours? I always did peg you as the mad scientist type."

"I didn't make them!" snapped Warren. "These maniacs barged into my lab and injected themselves with Connors's serums!"

"Why would Connors have left vampire-and-werewolf juice lying around?" asked Spider-Man.

"The serums used vampire bat and gray wolf DNA."

"Vampire bat?" repeated the vampire (or mutated bat-person, technically). "That would explain the blood cravings."

"And the squished-up face," added Spider-Man. "Seriously, dude, you might want to make sure you're sitting down before you look in a mirror. That is, assuming anything shows up." A thought struck him. "Wait, duh!" He darted to the other side of the lab.

The vampire frowned. "What are you-?"

"Ta da!" Spidey returned with a big pile of test tubes in his arms, each one containing yellow liquid. "Gene cleanser! The quick and easy cure for the vampire on the go! Open wide and say 'ah.'" He stowed the rest of the vials in his belt, then uncorked one and held it out towards the vampire's face.

"Cure? Wait, stop!" The vampire struggled against his webbing. "This serum – it's given me so much strength! I was frail before, on the brink of death! If you undo it, I might not survive the change back to human!"

_That_ stayed Spideys hand. "Oh man, seriously? Okay, what's your deal, dude? And make it snappy – I've got a werewolf to hunt."

The vampire shut his bloodshot eyes. "My name is Michael Morbius. I have a rare blood disease. It started killing me faster than I'd expected. I traveled to America to find Curt Connors, and then-"

"-you injected yourself with vampire-juice to save yourself, got it." Spidey left the gene cleanser on the ground for him. "Here, hold on to this in case you figure out a way to turn back without dying." Spidey hopped to the windowsill. "Call the cops and warn them there's a monster loose on campus. I'm going after the Big Bad Wolf. If you get thirsty while I'm gone, maybe try the Red Cross instead of grabbing random people, okay? Swear to God, vampires have no common sense..."

"Spider-Man, wait!" Morbius called out. "That Man-Wolf... Do you know who he was?"

Spidey turned back around. "I think I'd remember someone that hairy."

"Before he transformed, I mean," said Morbius. "He was a large, blond man in a blue suit. Do you know of anyone who fits that description?"

"No, I don't think-" A thought struck Spider-Man. "It couldn't be... I'd better go." He pounced out the window without another word.

* * *

Sure enough, Spidey found his favorite wolf lurking around outside the apartment complex of one John Jameson, clawing at the door in a frantic attempt to get inside. Apparently, horrific wolf-creatures don't know how doors work. Spidey also found his favorite picklepuss and along with Mrs. Picklepuss huddling behind some cars in the parking lot.

"Hi, there," he said, landing next to them. "What I miss?"

"Shh! Don't let it hear you, you idiot!" Jameson said in the loudest voice possible. "I knew you were responsible for this!"

"Hey, I'm strictly spiders-powers only," said Spidey, holding up his hands innocently. "I couldn't turn people into werewolves if I tried."

"Well, who else could've sent this monster here?"

"Jameson, I want you to think very, very hard." Spider-Man's voice was dead serious. "Have you ticked off any werewolves lately?"

"What are you doing talking to us, anyways?" snorted Jameson. "Shouldn't you be fighting that thing? Aren't you supposed to be a hero?"

Oh, so _now_ Jameson called him a hero. "Don't get your panties in a wad, picklepuss. I'm on it."

Without further ado, Spidey hopped out into the center of the parking lot. The Man-Wolf had his back turned, apparently preoccupied trying to wrap his head around the whole "door" concept. Spidey put on his best British accent. "And here we have the rare giant-sized lemming, the most majestic of nature's creatures. The Spider-Man will try and catch its attention with the lemming's natural mating call." he cupped his hands around his mouth. "AWOOO! AWOOO!"

The Man-Wolf spun around. He was foaming at the mouth.

"Hi." Spider-Man retrieved another vial of gene cleanser from his utility belt. "Want to be friends?"

The Man-Wolf did not. Or at least, that's how Spider-Man interpreted his attempts to slice him to ribbons. Spidey sprung into the air, then webbed the Man-Wolf and shot back towards him, kicking Wolfie right in the spine. The Man-Wolf howled in pain, giving Spidey the perfect window to dump some yummy, yummy cleanser down his throat.

Wolfie yipped, then coughed, and, finally, began to shrink, looking distinctly less wolfish and more... Jamesoney. Good, good, the cleanser was working. It looked like it was the same deal as the Lizard, just to keep the trend of generic knock-off villains going.

"Ugh... Wha-?" Yep, it was John Jameson, alright. It sure was a good thing his pants had survived the journey from man to wolf and back. Spider-Man had seen enough horrors for one night.

"_John!_" The next second, Mr. and Mrs. Jameson were at John's side, throwing their arms around him. "What happened?"

"I... I don't know." John brought his hand to his forehead. "I was just taking my new car for a test drive, and I got this craving for power. It felt like... like the spores."

"Why, those rotten Ravencroft doctors!" Old Triple-J looked more feral than the Man-Wolf. "They said you were cured! I'm gonna give those quacks a piece of my mind!"

"And then, the next thing I knew, I tracked down the nearest biogeneticist and demanded he give me superpowers." John bowed his head. "What was I _thinking?_"

His mom kissed his cheek. "We'll get you more therapy, honey. And we'll be sure to keep a closer eye on you from now on."

"We're not sending you back to Ravencroft, though, I can promise you that," snorted Jameson. "By the way, where's your Cadillac?"

"Oh, look at the time!" Spidey fired a web-line towards a far-off building.

"Spider-Man, wait!"

Spidey turned back around to give Jameson a confused look (Well, Jameson couldn't really see it under the mask, but whatever).

"You- You can't tell anyone about this!" pleaded Jameson. "If people learn he turned himself into a freak, John's career is over!"

"Yeah, I know." Spider-Man sighed. "The exact same thing happened to a friend of mine, which is... kinda weird, come to think of it. Trust me, I'm good at keeping secrets."

"Th-Th-" Jameson struggled to make his mouth form the proper sounds. "Thank-"

"Don't hurt yourself," said Spider-Man. "You're welcome. This will come as a shock to you, but I do heroic things all the time. Maybe think about that the next time you print your paper."

"_You don't tell me what to print in my paper!_" For some strange reason, Jameson's lips were suddenly a lot looser. "It doesn't matter how many people you save, the bottom line is you're a masked vigilante who answers to no one but himself, and I will _never_ encourage that behavior!"

Spider-Man was _this_ close to swinging off, but he couldn't help himself. He spun around, yelling, "What was I supposed to do, stand around and twiddle my thumbs while your son howled at the moon?"

"I..." Jameson let out a long, heavy breath. "I don't know. We shouldn't _have _to rely on vigilantes to save us. Police officers, firemen, astronauts... those are the _real _heroes."

"Look, I'm sorry I'm not officially government-sanctioned, okay? I'm doing the best I can! Gimme a friggin' break."

And with that, Spidey swung off, leaving the Jameson family alone in the parking lot.

* * *

By the time Peter climbed into his bedroom window and pulled off his mask, he was ready to collapse onto his bed, costume and all. Peter threw himself onto his mattress. At least Aunt May had gone to sleep without waiting up for him, meaning Peter didn't have to explain why he was up so late past curfew. He'd swung all the way back to the ESU lab only to find Warren and Morbius had both vanished without a trace. Hadn't even called the police, as far as Peter could tell. So now there was a vampire running around New York. Just what the city needed.

Ugh, stupid Jameson. Robbie was right, Jameson stuck to his principles, but they were _stupid_ principles. But, really, didn't that apply to everyone? At one point in his life, Norman Osborn must have changed into his Green Goblin costume for the first time, stocked up on pumpkin bombs, and then looked in the mirror and said with complete sincerity, "Yes. This is the right thing to do."

But then, if nobody ever questioned their principles, didn't that apply to Peter, too? What if Uncle Ben had been wrong? What if "with great power comes great responsibility" wasn't actually true? Peter rolled over under the covers... which is when he felt some vial-shaped lumps press against his leg. He still had some extra gene cleansers in his utility belt.

Peter groaned, then reluctantly crawled out of bed so he could web the cleansers to the spot beneath his desk. No, this wasn't a moment of weakness. He wasn't tempted to get rid of his powers or anything. It'd just be impractical to throw all this gene cleanser out, that was all. What if more crazy people drank Connors's serums? What if the symbiote bonded with a new host and Peter needed a way to beat it again?

Purely strategic reasons. Yeah.

* * *

There was a cruise ship taking off from the Port of New York and New Jersey, passing right by the Statue of Liberty. The tourists ate that kind of stuff up. The plan was to sail all the way down the east coast. It was set to be a long, luxurious cruise, and the passengers couldn't be happier.

They'd have been less happy if they'd known there was a half-man, half-vampire bat monstrosity stowed away beneath the cargo hold.

Morbius stared at the vial of yellow liquid in his deformed hands. He could drink it. It would no doubt end his life, but he could drink it. He could feel the hunger growing. There was no way he would last until he reached Connors. He could hear crew members banging around above his head. He had to make a decision. It was their lives or his. Their lives or his. _Their lives or his_.

Morbius had only one principle: _Survive_.

* * *

It was a school day. Uggggggggggghhhhhhhh. Peter's brain simply did not work on four hours of sleep. In a haze, he poured himself some OJ and sat down at the kitchen table to read the morning news. He nearly spat his juice all over it.

There was an apology. There was an article actually _apologizing_ to Spider-Man! Saying that the Bugle's many accusations were inaccurate, and that the Web-Head was most likely not a criminal, but a misguided person trying to do the right thing. No way. That was the closest Peter could reasonably expect the Bugle to get to calling him a hero. It even mentioned that Spidey had saved John Jameson – leaving the details vague, of course. And the author was picklepuss himself!

This was impossible. Peter couldn't believe Jameson had really written this... on page forty-two. In four-point font.


	7. Antithesis

Harry awoke in a cold sweat. He sat up, panting, and peeled the covers off himself. He hadn't slept well last night. Or the night before that. Or the night before that.

Harry jolted. For a second, he thought he'd seen something scurry across the carpet like a spider or... or a robot. Smythe was watching. The monster was watching. There wasn't a doubt in Harry's mind now. His dad had been sick, a victim of the Green. _Smythe_ was the monster. That video could've been faked with Chameleon. Smythe would do anything to keep Harry in line. Smythe was the one who'd experimented on people! Harry and his dad were innocent!

A sudden bolt of pain made Harry clutch his stomach. He fought to keep his face blank. The CEO of Oscorp didn't get ulcers. Norman Osborn had never gotten ulcers. Harry's head was pounding. Why wasn't he taking the Green? Harry couldn't think straight unless he was on the Green!

_No._ No, his therapist had told him about this. Harry's brain was trying to trick him. The Green didn't make his thoughts clearer, it... it... _Gwen. Think of Gwen_. Gwen was counting on Harry to stay clean. She was the one good thing in his life. She was going to be there for Harry to love him, to prove he wasn't a worthless failure.

Or at least... that's what Harry had thought before he overheard her conspiring with Peter. Harry hadn't been to school these last few days. She and Peter could be making out right this second. Of course Gwen would chose Peter over him. Everyone loved perfect Peter Parker, the science whiz who got all A's without even trying, who Harry's dad _w__ould not shut up_ about, who... who...

Harry abruptly rose out of bed. You know what? He was going to school today.

"Mom?" A moment later, Harry entered the dining hall with his hair combed straight, wearing his nicest suit. The dining table was the length of a football field. At the far end of it, Harry's mother was reading _The Daily Globe_.

Harry bit his tongue. He wanted to warn her about Smythe and his threat to kill her, but who knew how many of those little robots the penthouse was crawling with? Smythe probably even had the security cameras and guards on his side. The monster had accounted for everything.

"I feel up to going to school," Harry announced.

His mother failed to look up from her paper. "You can get a tutor any time you want," she said. "Midtown Manhattan Magnet's always been a crap school. Do you seriously only go there to see your friends?"

"Well, I... I... I'm gonna go. Bye." Harry slinked out the door without another word.

Screw her. He didn't need her. She didn't care about him. No one cared about him. Harry slammed the keys into the ignition of his convertible. _His convertible! _Perfect Peter Parker could barely afford the clothes on his back – there was no way he was happier than Harry.

Something pounced into the passenger seat. Harry screamed and nearly swerved the car into the wall. It was a robot, hardly bigger than the tip of his thumb, with a camera mounted to its back. Harry had been right.

"What do you want from me?" Harry tried to swat it away... and promptly received an electric shock. The robot cocked its camera-turret "head," looking at Harry like a cat that expects you to pet it right after biting you. Harry swore, then hit the gas. "Fine. You can stay. Spy on me all you want! I'm not even doing anything!"

The convertible screeched out the driveway. Harry wasn't doing anything wrong. He was the victim here. Anyone could see that.

* * *

Wearing a green t-shirt felt wrong, somehow. The blue shirt was Peter's trademark! It was as iconic as Gwen's headband or Jameson's Hitler mustache or- or the Osborns' stripey red hair! Still, Peter resigned himself to his green-shirted fate. Aunt May wouldn't hesitate to pinch him.

Hmm, let's see, what was on today's itinerary? They could go to the St. Patty's day parade, except after the last parade she'd been in, Gwen probably wouldn't be too eager for that. Sheesh, why did the big epic supervillains always wait until the holidays to attack? Had Peter had a single holiday since he'd been bitten that was actually, y'know, supervillain-free? He couldn't wait until next Christmas, when he'd no doubt be battling Dr. Doom and the entire Latverian military single-handedly.

Anyways, the plan was for Peter to go straight to Gwen's house as soon as he was done at the Bugle. By then, Gwen would have broken up with Harry, and then she and Peter would have a long, long, long, long, _long_ talk about the whole Spider-Man thing. And then they'd probably make out.

Peter entered the living room to find Aunt May in the armchair, wearing a green dress and watching the morning news. Onscreen were Peter's four favorite faces.

"...reign of terror continues today from the supervillain team many are calling the most dangerous criminals in New York. The four Ravencroft escapees known as the Spider-Man Revenge Squad have manage to outwit not only the Web-Head, but also the Fantastic Four and even the Avengers! The criminals are estimated to have escaped with nearly a billion dollars in stolen goods. When asked for comment, the Avengers had this to say-"

The screen cut to footage of a gigantic blonde man with a valkyrie helmet, a flowing red cape, luscious blonde hair, and a hammer that made Peter feel inadequate just by looking at it. A caption labeled the man as "Thor," while a smaller caption beneath it read "God of Thunder."

Thor bowed his head. "We... We have thus far failed to subdue the criminals. I do not know what happened." He walked off-camera. "I require a strong ale."

"_Oh come on!_" Peter yelled at the TV. "They're the Legion of Losers! Spider-Man could take them with two arms tied behind his back!"

"Actually, there's footage of them beating Spider-Man, too," said Aunt May. "The poor man – it looked embarrassing."

Peter mumbled something under his breath, then slinked out the front door.

* * *

Green. The halls of Midtown High were green, green, green. It was done more out of a sense of self-preservation than tradition. Flash and Kong were lurking the hallways with barely-contained glee, pinching anyone so much as wearing the wrong shade. For her own safety, Gwen had on a mint-colored jacket. Her pink headband had been replaced with a black one to keep her from looking like a watermellon.

They couldn't really discuss everything in-depth until after school, but Gwen was still anxious to see Peter. She was about to head outside to find him and Sophia, but the instant she closed her locker, she found someone standing by her.

"Harry?" Gwen gave a start. "You're back in school! Are you okay? I hadn't heard from you since-"

"Since we kissed?" finished Harry. Something about the way he was staring at her unnerved Gwen, but she couldn't put her finger on it. Maybe it was the bags under his eyes. It made Harry look older, somehow. "I needed to see you." He took a step closer.

"Harry..." And Gwen took a step back. Here we go. Deep breath. "_We_ didn't kiss. _You_ kissed _me_."

This didn't exactly make Harry look any less unnerving. "What are you saying?"

"I need to be honest with you." Gwen steadied herself. She could do this. Rip off the band-aid. "I was going to break up with you, but then your dad died. I thought it was a bad time, but... but pretending to like you out of pity isn't good for either of us." She clamped her eyes shut. "I swear, I will _always_ be there for you. This doesn't mean I care about your well-being any less. I just don't want to date you anymore. I'm sorry."

"You're sorry?" Harry almost looked amused. "Yeah, I bet you are. Sorry you couldn't ditch me sooner so you could hook up with Peter."

Gwen's face hardened. "Don't be like that."

Harry let out an incredulous laugh. "You think I'm wrong? I heard you two! You were plotting your secret fling _right_ after I told you I was the Green Goblin! Guess I know what your priorities are."

Gwen gaped at him like he was diseased. "You eavesdropped on us?"

"Oh, like _you've_ never done anything behind _my_ back," spat Harry. "Or any-_one_, in this case. Just couldn't keep your hands off Peter, could you?"

"Excuse me?" Gwen turned The Look up to maximum strength. "I've barely talked to Peter these last few weeks because I was _trying_ to be fair to _you_."

"Oh, I'm sure." Harry rolled his eyes. "So are you gonna go throw yourself on Pete right now, or will you wait a few minutes to be 'fair' to me?"

"Screw you." Gwen turned to walk off down the hall. "You don't get to act like a jerk just because your dad died."

The next thing she knew, Gwen was stumbling backwards into the lockers. Her face stung. Gwen stared at Harry, her mouth hanging open. She looked like she wanted to say something, but no words came out.

"_Shut up!_" Harry raised another fist. "_Don't talk about what you don't understand!_"

Gwen cringed and shut her eyes... and then opened them to find Harry's arm caught in mid-air. Mary Jane's fingernails were digging into Harry's wrist so hard, droplets of blood were coming out.

"Get out." Mary Jane released his hand. Harry swore at her, then ran for the nearby fire exit.

"What's going on?" By now, a crowd of students had formed. One of the teachers pushed through, but by the time he reached the head, Gwen had already bolted.

* * *

"You! Why aren't you in class?"

Harry ignored the traffic guard's protests, hopping into his convertible and jamming the keys in the ignition. He screeched out the parking lot. Harry's heart was racing so fast, he didn't even remember what was still in the passenger seat.

* * *

Smythe could hardly keep from chuckling to himself as he watched the video feed. Now _this _was quality reality television.

He brought a phone to his ear. "Alright, Osborn, looks like your little bundle of joy is making a bee-line for Oscorp Tower. Probably about to binge on Globulin Green."

"I'll be right over," said the voice on the other end.

"What are you gonna do, stop him?" asked Smythe.

"No. I'm going to give him the chance to be a man."

* * *

Mary Jane found Gwen in the restroom – or at least, she assumed it was Gwen judging by the sniffling noises coming from the stall.

"Gwen?" Mary Jane rapped on the stall door. "I can hear you in there. Not to be weird, but can I come in? Something tells me you're not actually using it." When she received no response, Mary Jane kicked the door open.

Gwen was huddled in the corner, hugging her knees. Her backpack was lying beside her in a small puddle of who-knows-what (Contrary to popular belief, high school girls' restrooms are exactly as hellish as the boys'). At Mary Jane's entry, Gwen feebly raised her head.

"First things first-" Mary Jane sat down at her side. "-he's going to come back crying and begging and going on about how he's soooooo sorry." She put a hand on Gwen's shoulder. "Don't fall for it. It's a trap."

"M-MJ-" Gwen struggled to speak without her voice cracking. "First Eddie, now... now..."

"I'm sorry to tell you this, but those two are scum. I was right about Eddie, and I'm right about Harry. Stay away from him. _Far_ away. Rule of thumb, anyone who punches you isn't your friend."

"No, no, you d-don't understand." Gwen buried her face. "He was on drugs. I was the only thing stopping him from-"

"You mean the football steroid thing?" Mary Jane's eyes widened. "Is that what he's been telling you? That if you don't date him, he'll do drugs again?" MJ called Harry a name, and it wasn't "Tiger."

"He's right about me." Gwen's breaths were growing ragged. "I just screwed him over so I could get with Peter."

"You are _not_ blaming yourself." Mary Jane gently tugged Gwen's hands out of her eyes. "Look at me, girlfriend. You acted like a totally normal human being. Harry's the one who threw a hissy fit. You're not his property – he's not entitled to you."

"I just... didn't think he'd... he'd..."

"It's okay, Gwen..." Mary Jane leaned in for a hug. "Come on, Harry's nothing but a spoiled rich kid. You've faced down actual supervillains."

Gwen gave a wry smile. "I cried in the bathroom after that, too."

"Well, then, you're _still_ a totally normal human being. Life can throw some real curveballs at you, but I promise..." Mary Jane smiled back. "...you might bend, but you'll never break."

* * *

What had he done? _What had he done?_ Was Harry losing his mind? Gwen was the most important person in his life! She was the one he loved! The _only_ one he loved! Harry wasn't thinking straight. He needed the Green. Everything was so much clearer when he was on the Green.

Harry burst through the front doors of Oscorp and marched past the secretary without so much as sparing her a glance. Hardly even aware of himself, he boarded the elevator and mashed the button for the lab. Why was the elevator going so slowly? Couldn't it go any faster?

After an eternity, the doors swung open and Harry ran into the lab. His father's old lab. The Globulin Green was stacked on the wall – racks and racks full of vials. Why were they out in the open like that? Why hadn't Harry destroyed them? It must have been Smythe. Yes, _Smythe_ was the monster. He'd left the Globulin Green out here on purpose, knowing full well Harry was too addicted to resist. This wasn't Harry's fault, it was Smythe's!

Harry retrieved a vial with trembling hands and uncorked it. The smell. The wonderful, chemical smell. Just a waft of it, and already he could feel the high. He brought the Green within inches of his lips.

_Gwen_.

He wanted Gwen. Gwen, the one person who'd noticed and cared when he was on the Green. If he acted now, maybe Harry could apologize. After all, Gwen couldn't _really_ love Peter more than him. He could get her back. But if he got back on the Green... she might give up on him for good.

_Green. Gwen. Green. Gwen. Green-_

Harry screamed and threw the vial to the ground. The glass shattered, releasing a noxious fume. Harry screamed and screamed, smashing every last vial off the wall until he was left with nothing. Until he couldn't take the Green unless he lapped it up off the floor like a dog.

Panting, Harry smiled to himself. He'd done it. Now Gwen would want him back. Gwen would-

"I'm proud of you, son."

Harry cried out and spun around. He couldn't believe his eyes. Standing in the doorway, wearing a crisp suit as if this was just another day of work, staring at Harry with those cold eyes was... was...

"Mom?" Harry took a step back. "What are you doing here?"

His mother gave him a smile, showing off her straight white teeth. She seemed perfectly calm and collected. The only thing out of the ordinary was her brunette hair, which wasn't quite as tidy as usual.

"I knew you could overcome it," she said. "I knew you could be a man and not a worthless little junkie."

"W-What?"

Suddenly, her hands were on his collar. "Don't get me wrong, I respect the initiative you took, but you never used any common sense. You don't _drink_ Globulin Green, dear."

Harry's feet left the ground. What the-? She was barely a head taller than him! How was she this strong?

"You inhale it."

Harry sailed through the air and landed in a chamber in the corner of the room. He was so dazed, he was barely back on his feet before the doors slammed shut before him. They seemed to be made of a clear plastic – no matter how hard Hary pounded, they never gave way.

"Mom? I- I don't understand-"

"Don't be afraid, dear." She smiled at him through the plastic. "Once you've become a man, you're going to help build Norman's future. You have purpose now."

A hissing noise hit Harry's ears. He looked to his feet and found gas. Sickly green gas.

"Mom, stop it! Let me out! Let me-" Harry pounded and pounded on the door, shrieking at the top of his voice, but his mother only smiled wider.

"Hush, dear, it'll be alright. The chamber's airtight. You'll have to breath it in eventually." She touched her palm to the plastic. "When you awake, you'll be stronger, smarter... All the upsides of the Green, none of the downsides."

Harry couldn't hold his breath. His lungs were burning. He had no choice. He had to breath it. Had to...

"Well, actually, it _does_ cause some interesting..." A big, toothy grin spread across his mother's face. "...personality defects." Harry had never seen her smile so contorted. It looked like someone had cut the face off someone else and stuck it over hers.

But Harry only got a good look at her for a moment. After that, the gas was too thick to see anything. The last thing Harry heard before blacking out was laughter.

* * *

The first thing Harry heard upon waking up was laughter. His eyes shot open to find a goblin smiling at him. No, no, it was just one of the masks on the wall. He was back in the penthouse, lying slouched in an armchair. The instant Harry rose to his feet, the laughter hit his ears again.

Harry jerked his head around the room, searching... and then his eyes fell on the hall mirror. This time, a real goblin smiled at him. It had the same green mask, the same purple hood, the same beady yellow eyes. Every last detail was identical to his dad's costume.

"Well, looky there." Green Goblin felt up his own chin. "Who's _that_ handsome devil?" He laughed again.

Harry stumbled backwards. "No! I wasn't supposed to take the Green again!"

The Goblin only laughed harder. "Says who? Gwen? Yeah, because we all know the girl who pretended to like you out of pity has your best interests in mind." You could see him roll his eyes under the mask. "Finally, your thoughts are clear! And the best part is, since you took the Green in gas form, no more blackouts for you! Not counting that little bout of asphyxiation, of course." He stepped closer to the mirror. "And now that the fog's been lifted, you know just what you have to do. You have to cowboy up – you have to be ten times the man Norman Osborn ever was. But there are people holding you back." He counted off on his fingers. "Hmm, let's see, there's Gwen, Peter, probably Smythe, and, oh yes, can't forget Spider-Man. Quite the laundry list, but nothing a couple pumpkin-bombs to the face can't fix." He cackled to himself.

"_No!_" Harry slammed his fist against the glass. "I'm not a murderer! I'm not my dad! You're not real! You're only in my head!"

The Green Goblin brought a palm to his forehead. "Oh, poor dumb Harry." He tapped the glass with a bony green finger. "I hate to be the bearer of bad news, but you've got it all backwards. _You're_ only in _my_ head."

"What?" Harry's eyes went wide. "No I'm n-"

And then the Green Goblin stopped imagining Harry, which caused him to disappear in a puff of smoke. Eh, who needed that loser, anyways? Having a conscience was overrated.

The Green Goblin waltzed out onto the balcony where his glider was parked. He cracked his fingers. "Now then, let's see if I can figure out how the heck you fly this thing..."

* * *

Looked like Peter would be spending St. Patrick's Day hunting down the Legion of Losers. Great, now he was starting to miss the epic holiday supervillain attacks. Peter stared at the article at the top of the Daily Bugle's homepage. He'd read it a dozen times, and he still couldn't believe it. The Avengers couldn't stop the Legion of Losers? _The Avengers?_ They were just a bunch of mental patients wearing powered armor! According to the article, most of their success had been thanks to Spot. Apparently, the Legion of Losers had adopted the brilliant strategy of "portal into bank vault / jewelry store / garage sale, grab valuables, portal out," and when a superhero team's main plan of attack was "hit it with lighting, and if that doesn't work, hit it with tank missiles," there wasn't much they could do against a teleporter.

Well, at least the news hadn't made any mention of bloodless corpses and sightings of a goth dude who spoke all his W's as V's. Peter was gonna be optimistic and assume Morbius had high-tailed it out of New York to find a cure.

But enough inner-monologing. Peter returned to work on the Bugle website. To be perfectly honest, he might have been doing kind of a rush-job, but he couldn't help it. The sooner he got this done, the sooner he could see Gwen. He hadn't run into her at school today, oddly enough, but she'd texted him with the news that she'd finally broken up with Harry. So all in all, it looked like today was shaping up to be a pretty good-

"Jameson!" Mr. Robertson pounded on the office door. "I think we've got ourselves a new headline. I'm getting calls about a guy dressed as a goblin flying a glider around Roosevelt Island."

"_Another_ one?" came Jameson's voice from within. "Eh, maybe squeeze in something about it on page three."

On a completely unrelated note, Peter hopped out of his seat. "Website's done! Gotta go!" He bolted for the elevator.

The office door creaked open, and a Hitler-mustachioed head stuck out. "Where's Parker off to in such a hurry?"

"I think he said he had a date with some girl," said Mr. Robertson.

Jameson made a face. "Teenagers are disgusting."

"You should see my son's girlfriend."

* * *

There was indeed a guy dressed as a goblin flying a glider around Roosevelt Island. The problem was the buildings on Roosevelt Island were puny little things, not at all good for web-swinging. Spidey had had to hop on car hoods to get around like some sort of twisted Super Mario / GTA hybrid. Once he finally arrived in the goblin's flight path, he ran up a building to get a good look at the guy. Whoever this poser was, he definitely wasn't Norman or Menken. Dude could barely steer his glider straight. He looked like a house fly buzzing around in the air.

_Thwip_.

The Goblin's obligatory gargoyle-themed glider was tethered by a strand of web.

"Do you know why I pulled you over?" Spider-Man reeled in his catch. "GUI – Goblining Under the Influence. How many fingers am I holding up?" He sprang into the air. _Crack._ "That's right! Zero!"

Spidey managed to stay on the glider after the punch landed, but only thanks to his wall-crawling powers. The glider had started doing nonstop barrel rolls. _Don't throw up in your mask, don't throw up in your mask, don't... _Man, it was his eighth birthday at Coney Island all over again.

"Oh dear." The Goblin inspected Spider-Man grimly. "Red and blue. Someone's earned a pinch!"

Spidey ducked a fingertip-laser blast. "I'm confused. Are you the new Green Goblin, or are you just Hobgoblin getting into the holiday spirit?"

"You don't recognize me? I'm hurt!" The Goblin made an exaggerated frowny face. "It's me, your old pal Green Goblin! I came back from the dead so we could have more fun!" He reached into his pouch and tossed a razor-blade pumpkin. Spidey dodged, obviously, but something seemed off. Gobbie had thrown it overhanded, like he was expecting it to make an arc.

"Hold up, were you trying to throw a bomb and you grabbed the wrong thing?" Spider-Man snickered. "Oh, yeah, you're _totally_ Norman Os-"

_Spider-sense!_ Spidey hopped off the glider just in time to dodge another finger-laser. He landed on a rooftop and spun around to find Gobbie flying off into the sunset.

"Alright, alright, you've figured it out, genius." The Goblin turned back to leer at Spider-Man. "I'm not the genuine article. You'll have to settle for Goblin Jr. I was hoping to get some practice with the gear first, but now that you've reared your ugly head, I'll have to speed up my timetable." He zoomed out of earshot. Spidey chased after him, hopping from rooftop to rooftop, but without any skyscrapers to swing from, the glider was way too fast for him.

Wait. Goblin _Jr_.? Peter's heart sank. It couldn't be... No, no, any idiot could've found Norman's spare costume. Green Goblin II could be _anyone_. Besides, right now the issue wasn't who was under the mask.

It was the fact that the Goblin was headed straight for Queens.

* * *

Gwen examined herself in the bathroom mirror. There wasn't a bruise, thank God. When he wasn't on the Green, Harry didn't have much in the way of upper body strength. It had been more surprising than painful. Gwen struggled to meet her reflection's eyes. Mary Jane must have thought she was a complete baby.

Still, a weight was lifted off Gwen's shoulders. There were no more obstacles. No more pretending to be just friends, no more being polite to Harry, no more Liz Allan throwing herself at Peter before Gwen could so much as open her mouth. Gwen checked her phone – nothing from Peter. She felt like a little girl wide awake on Christmas Eve. In another hour or so, when he came back from the Bugle, she and Peter would finally, _finally _be together.

She hadn't realized it until seventh grade, but Gwen had always loved Peter. She'd had something with Peter she hadn't had with Eddie or Harry or anyone else on the planet. When she was with Peter, Gwen stopped being a stuttering wallflower and started being bold, witty, snarky... being _herself_. And also Peter was really, really, really cute. That might have been a contributing factor.

Well, Peter had been cute back when he was a scrawny little boy with Harry Potter glasses, but now he was _cute_ cute. And Gwen had always assumed there was nothing under that baggy blue t-shirt but skin and bones, but Spider-Man clearly had a little something going on beneath his spandex. He had a pretty small frame – definitely not as buff as Thor or Captain America, but still, _woof._

Gwen caught herself before she started drooling. Being Spider-Man hadn't just changed the way she looked at Peter physically. Before, she'd thought he was a complete wimp, the kind of person who'd have gotten stuffed into lockers if Gwen, Harry, and Eddie hadn't had his back. Now she knew, for the last school year at least, that had all been an act. The time he'd dodged the first few water balloons but then suddenly gotten drenched? The time Connors had turned into the Lizard and Peter had run for the hills, only for Spider-Man to show up a minute later?

Honestly, Gwen was shocked Peter was that humble. He never even got any thanks – the Bugle ripped him a new one on a daily basis. What kind of person lived like that? Putting his life on the line day after day, ignoring wealth and fame?

Gwen dabbed on more makeup. She wished _she'd_ been bitten by a genetically-altered spider. Look at her. She was the exact kind of spineless loser Peter was pretending to be. She bet _he_ never had nightmares about supervillain attacks.

_Thump_.

There was something outside. Oh, maybe that was him? He'd probably forgotten to text that he was on the way. Gwen hurriedly straightened her hair. _Be cool, be cool_. She wasn't going to fangirl out. She was going to act like herself. This would be exactly the same as being friends, only with more holding hands and making out and heartfelt declarations of love.

Gwen scurried out the bathroom and into her bedroom on the second floor. "Hello?" She called out. "Peter?" No response. Odd. Maybe her dad was home early? Or maybe-

The far wall exploded.

"Lucy, I'm home!"

Through the dust and green smoke, Gwen made out a familiar shape. His hideous laughter was barely audible over the sound of someone screaming – _herself_, Gwen realized.

"And I'm all dressed up for our date!"

She immediately ran for the door, but the glider blocked her path in seconds. The windstorm from its jets sent books tumbling off shelves and the blankets flying off the bed.

"Aren't you excited, honey?" The Goblin grabbed her arm. Gwen struggled with all her might, but he had her in a vice grip. "I'm taking you on a tour of the city... from a bird's-eye view!"

Gwen used her free arm to punch the Green Goblin with all her might. It was an incredibly efficient way to break her hand.

The next instant, the whole world whooshed past her. Gwen was in the open air, holding onto the Goblin for dear life as Queens grew smaller and smaller. "You'll see all New York's most famous landmarks." The Green Goblin flashed her a wide grin. "The Statue of Liberty, the Empire State Building, the cold hard asphalt..."

* * *

Ah, the suburbs of Queens. Another locale not known for its towering skyscrapers. Spider-Man wasn't halfway there when the Goblin suddenly zoomed over his head in the opposite direction, laughing like a maniac. And Gobbie wasn't the only passenger on the glider.

Peter's breath caught in his throat. No. No no no no no no no no no no. This wasn't happening. This wasn't happening. Spidey did a one-eighty and bolted through the streets. Once he hit the Queensboro Bridge, he could finally get some decent swinging in, and once he reached Manhattan, he went at full speed. Spider-Man chased the Goblin past First Avenue, then Second, then Third... Gobbie finally stopped at Fifth Avenue. Oh look, they were right in time for the parade.

Humans and leprechauns alike broke formation and fled in panic as the glider came to a halt miles above their heads. Spider-Man, meanwhile, landed on a big four-leafed clover balloon directly across from where the glider was hovering. Now that he got a good look at her, Peter's fears were confirmed – the Goblin's hostage was Gwen, which meant it was Harry under that mask. The Goblin held out Gwen, letting her feet dangle over the open air. Looked like he was about to pull a "Venom," only there weren't any spunky high schoolers ready to catch Gwen this time.

"Harry! Harry! Is that you? Listen to me!" Gwen was fighting to keep from screaming. "You can't let the Green control you! Remember your dad-"

"The Green's not controlling a thing," cut in Harry. "It's opened my eyes. It's turned me into a man. Whereas _you_ have done nothing but hold me back."

"Harry, I-" Maybe it was only because of the biting winds, but Gwen's eyes were watering. "I'm sorry."

Harry smirked at her. "Please, we all know how the Green Goblin feels about apologizing." He opened his hands. "Whoops. Butterfingers."

"_Gwen!_" Peter dived after her. Her screams filled his ears. Peter streamlined himself, making the tightest bullet-shape he could, but it was no good. Gwen was plummeting too fast. He had one chance. Had to use his webs.

"_Peter! Peter!_" He could see Gwen mouthing the words, but the sound was drowned out by the wind in his ears.

Peter held out his wrist... hovered his fingers over the trigger... Gwen held a hand towards him... and then Peter rammed his other fist into the web-shooter as hard as he could. Once the shooter was nice and crumpled, he fired.

_KER-SPLOOSH!_

Gwen was engulfed in a glob of webbing, giving her a nice, bouncy landing on the street. Spidey landed next to her and dug her face out of the goop.

"You okay?"

"Yeah," she said breathlessly. "A little sticky, but yeah."

Back in the air, the Green Goblin gave an aside glance. "Ugh, what a cheap cop-out."

"Give it up, Harry!" Spider-Man yelled up at him. "You're not the Green Goblin! You're a kid who injected himself with crazy juice and went cookoo bananas! You've barely even had time to learn how to use all your gadgets! You think I can't take you?"

"Well, considering those four Ravencroft escapees kicked your butt-"

"THAT WAS A FLUKE!"

"Keep telling yourself that." The Goblin held up a pumpkin bomb. "Thanks for webbing my dear Gwennie in place, by the way. I do so hate a moving target."

"_Then you're gonna __LOVE__ me!_" Out of nowhere, something smacked into the Goblin's glider, sending him spinning.

"Oh, this day keeps getting better and better." Spidey, Gwen, and the handful of parade-goers too stupid to run all gazed up at the sky. There was now a second glider-riding goblin hovering across from the Green Goblin. An oranger, hob-ier goblin.

"Sorry, kid." The Hobgoblin held up a pumpkin bomb of his own. "This town's not big enough for the both of us, and, frankly, you give the rest of us goblins a bad name."

"There's _more_ of you?" groaned Spider-Man. But he didn't have time to stand around whining. While the Green Goblin was distracted, Spidey ripped Gwen out of her web-cocoon. "Go! Now!"

Gwen hesitated for a moment, then kissed Peter through the mask before running off into the safety of the crowd. Good, good. Now Peter could breathe.

Spider-Man hopped onto a skyscraper directly beside the patch of sky the goblins were circling. "Hobgoblin, what are you doing here?" he called out. "Tryouts for the Legion of Losers was last week!"

"Sorry, Wall-Crawler, your death will have to wait until I take out this sorry excuse for a goblin." Hobgoblin started to heave his pumpkin.

"Wait, wait!" The Green Goblin held out his hands. "I propose a temporary truce until we've taken down the Web-Head."

Hobgoblin lowered his arm. "Hmm... A tempting offer..."

"Hey, wait a minute!" Spidey turned to the Hobgoblin. "Maybe _I_ propose a temporary truce until we've taken down the Green Goblin?"

Green Goblin turned to Spider-Man. "How about you and I have a temporary truce until we've taken down the Hobgoblin?"

"Okay, now I'm confused," said Spider-Man. "Anyone got a flow chart?"

"I have a better suggestion," said Hobgoblin. "How about EVERYONE KILLS EVERYONE ELSE?"

Both Spidey and Green Goblin dodged a flood of pumpkin bombs.

"Works for me." Green Goblin reached into his pouch.

"I hate you guys," said Spider-Man.

"Well, maybe you'll like my GREEN GOO?" The Green Goblin hurled a canister at Spidey, who hopped off the skyscraper to dodge. The canister hit the window and exploded into slime.

"They're called Gob-webs!" Spider-Man did a backflip, kicked Harry in the face, then fired his one working webshooter and swung to another building. "Sheesh, Norman had way more style than you. Can't you at least rhyme or quote Shakespeare or something?"

Meanwhile, back on the ground, a big black dot formed in the middle of the crowd. "Beware, people of New York!" Out popped the Spot. "The Spider-Man Revenge Squad is here to ruin St. Patrick's-" That's when the Spot spotted the pair of supervillains hurling bombs every which way.

"John?" The Kangaroo stuck his head out the black dot. "What's going-?"

"_Back in the portal! Back in the portal!_"

Back in the air, the goblins were circling Spidey's spot on the wall. Oh, _this_ was going to end well...

"I've had just about enough of both of you." The Hobgoblin reached into his purse and retrieved a pumpkin bomb the size of a basketball – or an actual pumpkin, come to think of it. The thing was so huge, he needed both hands to heave it over his head. "I've been saving this one."

"Oh, lookie here." Green Goblin pulled out one of his own. "So have I."

Hobgoblin rolled his eyes. "Copycat."

"Well, isn't _that_ the pot calling the kettle black?"

"Ladies, ladies, please, can't you both just get along?"

Both goblins shot their head towards Spider-Man.

The Green Goblin grinned. "If you insist."

Both bombs went hurtling towards one tiny, spidery target.

"Allez-oop!"

In the span of seconds, Spidey sprang into the air, webbed both bombs with one strand, and swung them into the center of the goblins. The bombs burst into green gas with an earsplitting shriek. Both gliders were sent spiraling out of control, crash-landing on the nearest rooftops and flinging their riders onto the pavement. Spidey landed and wasted no time webbing the both of them into cocoons.

"Wow, you Norman-wannabees keep finding new and creative ways to utterly fail to impress me."

"This isn't over!" The Green Goblin cackled at him, squirming against his restraints. "The fun's just getting started! Tell Gwen to savor her neck while she still- _m__mph mmph mmph!_" Spidey figured it was a good time to web his mouth shut. Y'know, to preserve his dignity.

"Alright, I'm pretty sure I know who 'Goblin Jr.' is." Spider-Man walked over to the Hobgoblin. "But Donald Menken is in Ryker's, so..." He tugged off the mask. "_You!_" Spidey nearly did a pratfall. The person wearing the Hobgoblin costume this time was a young, confused-looking Asian man. "_Ned Lee?_"

"Wh-What's going on...?" Ned lifted his head and looked around in a daze. "Where am I?"

Oh man, that's how Menken had acted right after being unmasked, too. Spidey had assumed it was just his lame excuse to plead innocent, but, come on, there's no way the dorky guy who hit on Betty Brant was a supervillain. Looked like someone was brainwashing people into being Hobgoblins. But who? And why?

The sound of police sirens hit Spider-Man's ears. He gave Ned a sympathetic wince. "I, uh, I hope you've got a good lawyer, dude."

* * *

A white-haired man leaned back in his desk chair. He wore a highly fashionable designer suit, and in his hand he clutched a perfume bottle. The man took a deep whiff.

"All wrong." He handed it back to his terrified-looking secretary. "Start over from scratch." The secretary obediently scurried off.

"Sir." As soon as she left, another man in a suit entered the room. "Spider-Man apprehended both goblins – ours and the unidentified one. He left Ned Lee for the police, but he took off with the Green Goblin. We couldn't track him."

The man at the desk shut his eyes and brought a hand to his temple. "When am I going to learn? If you want something done right..."

* * *

This wasn't the first time Harry had been left sprawled across his penthouse sofa in a Green Goblin costume. Peter couldn't help but feel sorry for him. First Harry was Green Goblin, then he wasn't, and then he was. Poor guy. It was like a self-fulfilling prophecy. Once Gwen dumped him and Harry relapsed on the Green, something in his drug-addled brain must have convinced him this was his destiny.

Maybe it was a little unfair to leave poor brainwashed Ned for the police and bring Harry back home, but on the other hand, Peter didn't know for a fact Ned had been brainwashed. For all he knew, Ned really _was_ a bomb-throwing maniac. Best to leave that one to the legal system. Harry, on the other hand, had been in this situation before.

"Spider-Man." Mrs. Osborn brought a hand to her eyes. "You've saved my son. I... I can't thank you enough."

There was a solemn silence as the two of them watched Harry's chest rise and fall. His mom had given him an anesthetic so he wouldn't hurt himself.

Mrs. Osborn sighed heavily. "Looks like it's back to Europe for more therapy from Dr. Hamilton."

"Yeah, and try and keep a closer eye on him this time." Spider-Man made for the window. "Any clue where Harry found the suit and the glider and the crazy juice?"

She shook her head. "Norman must have kept a hidden stash somewhere."

"Yeah, probably. You might wanna give Oscorp a nice, thorough spring cleaning. Anyways, I'd better go." Spidey fired a web towards the nearest building. "Take care of Harry."

"Don't worry." Mrs. Osborn stroked her son's cheek. "I will."


	8. Antagonist

With the goblins of both the Green and Hob variety taken care of, it was finally time for Peter and Gwen to have that long, long, long long, _long _talk and then make out.

"Alright, Peter." Captain Stacy loomed behind Gwen, his hands on her shoulders, and gave Peter a look that made his blood run cold. "You owe my daughter and me an explanation."

...Okay, Peter wasn't feeling too optimistic about the "making out" part happening.

He nosily swallowed his cold pizza (courtesy of the Stacy household's fridge). "Can't we just go back to that thing where you know my secret and I know you know my secret, but we both pretend we don't know we know?"

Gwen's dad folded his arms. "That bridge was crossed when one of your rogues gallery blew up the wall of my house."

Gwen buried her face in her arm. "I'm going to smell like peanut butter."

"You kinda already do," said Peter.

Gwen gave him The Look.

"Not that there's anything wrong with that!" Peter threw his hands up innocently. "I mean, it's better than cutting off your hair. When I was first making that stuff, I ended up smelling like peanut butter, like, always."

"Hmm." Gwen's dad leaned in to examine the mix of gray and brown goop in Gwen's hair. "I'd always thought your webs were organic."

"_Why does everybody think that?_" Peter said under his breath. Aloud, he said, "No, no, it's an adhesive formula my dad was working on before the... y'know..." He faltered. "...the plane crash."

"Must be expensive to make so much."

"Like you wouldn't believe." Peter took another look over Gwen. Even her jacket still had traces of webbing on it (Don't worry, it'd come right off in the washer). "I've got a version that dissolves after an hour, but that's for leisure-swinging only. I'm really paranoid I'm gonna web a crook upside down to a lamp post one day, and then the police will take over an hour to get there, and _splat_."

Gwen's dad walked around the kitchen table to grab a slice from the box. "But besides the webs, your abilities are innate?"

"Yeah, I, uh..." Peter fidgeted in his seat. "I was bit by a spider, and it gave me spider-powers."

Gwen's dad stared at him.

"That sounded less stupid in my head," said Peter.

"Where did this spider... come from?" Something told Peter Gwen's dad was only humoring him.

"It was a magic spider," Peter said immediately. "Right before it died, it passed on its totem energy to-"

"You know what? I don't even want to know." Gwen's dad pressed a palm to his forehead. "Fine, you got spider-powers, and then you decided to run around the city in your pajamas."

Peter's face stiffened. "It's a wrestling costume. I, uh, tried to make some money at first-"

"-but then your uncle was murdered and you developed a vendetta against crime," finished Gwen's dad. "I know, Peter. Walter Hardy was the first criminal Spider-Man ever caught. I put two and two together."

Peter stayed silent, his eyes fixed firmly on his pizza slice.

"Does your aunt know about this?"

Peter shook his head. "I can't tell her. If she knew I was risking my life every day, all that stress topped with her heart problems..."

"And she'd probably try to make you stop, which you clearly have no intention of doing." Gwen's dad met Peter's eyes. "Listen, Peter, I would tell you being a vigilante and fighting supervillains is insane and you're going to get yourself killed... if you weren't so good at it. There are more times than I'd like to admit when the NYPD was helpless against opponents Spider-Man took out with ease. I can't in good conscience encourages you to keep doing this, but I doubt there's anything I could do or say to get you to quit."

Peter shrank in his seat. "And you're not going to tell on me?"

Gwen's dad shook his head. "If Spider-Man's identity got out, an army of supervillains would be at your doorstep waiting to kill your friends, your family... your girlfriend." He shot Gwen a painfully unsubtle look. "All I can do is pray for the day when Spider-Man isn't needed. The police shouldn't have to rely on a child. It's like nature is pumping out superhumans faster than society can adapt to them."

Peter's brow creased. "There's nothing natural about it. I don't know for a fact, but I'm, like, ninety-nine percent sure Oscorp's behind all this. I mean, Norman didn't strike me as the most ethical guy ever even before he became a crazy supervillain."

Gwen's dad nodded. "We'll launch an investigation." He took a bite of pizza. "I take it everything the Bugle says about you is lies?"

"_Oh _yes." Peter scowled. "Jameson lives in a special world where he's always exactly right and other viewpoints don't exist."

"Then why don't you sell pictures to the Daily Globe instead?" asked Gwen.

"Oh, y'know, exclusive contract, better pay, and it throws off suspicion..."

"Wait." A smirk crossed Gwen's face. "When the Bugle ran that piece on why you're not Spider-Man, wasn't their damning evidence the fact that Spider-Man wouldn't be stupid enough to dress as himself for Halloween?"

"Exactly." Peter smirked back. "It was so stupid, it was smart."

Just then, Captain Stacy patted his shoulder from behind. Peter nearly flinched. "This is three times now you've saved my daughter's life. I owe you more than you can imagine. Gwen's the only family I have left."

Peter looked to Gwen. "I thought you had relatives in England?"

She glanced away, the humor draining from her face. "On my mom's side. We haven't really seen them since she passed away."

"Right now, the Parkers are the closest we have." Gwen's dad took a breath. "I hate to impose, but we can't stay here with a gaping hole in Gwen's bedroom. Do you have space for us?" He glanced away. "It's getting late. We need to find a hotel."

"You can stay with us," said Peter.

"We wouldn't want to impose-"

"No, no, Aunt May loves company!"

Alright! Gwen was staying over! Maybe making out was on the table after all!

* * *

Aunt May rapped on the bedroom door. "Peter! What did we say about hanky panky?"

"_Aunt May!_" Peter and Gwen hurriedly peeled themselves off each other, then scrambled to unlock the door.

Simultaneously, Gwen said, "We were only studying, Mrs. Parker!" and Peter said, "We were only doing the hanky without the panky!"

Gwen glared at him.

"What?" said Peter.

"No more shenanigans, you two. I'm warning you now, I know about _everything _that goes on in this household." Aunt May smiled and shook her head, then turned for the stairs.

"Yeah, Aunt May," Peter called after her. "Nothing gets past you."

Gwen snickered. "Peter, don't patronize her."

Peter re-locked his door. "Well, both our legal guardians have lectured us for being alone in a room together, which means by law, we're now officially dating."

"This is so crazy." Gwen sat herself on Peter's bed. "I never thought I'd be dating Peter Parker, but I _really_ never thought I'd be dating _Spider-Man_."

"We're just lucky Aunt May didn't see you when you had web fluid all over your hair." Peter sat down next to her and gave Gwen's shiny, clean hair a whiff. "Mmm, peanut butter."

"Stop it!" Gwen blushed and jerked away, laughing.

"You know what?" Peter put an arm around her. "I've only been dating you for, like, five minutes, and it's already _so_ much better than dating Liz Allan."

"Darn straight."

"I mean it." Peter kissed her cheek. "I felt like garbage every minute I was with her. You can't believe how glad I am you found out I'm Spider-Man. For once in my life, I can actually be honest with someone."

"I do appreciate the honesty." Gwen smirked. "I never would have guessed you were bitten by a magical spider. But as long as we're being 'honest' with each other, I should probably tell you about my secret love affair with Norman Osborn."

"Okay, okay, it wasn't really a magic spider-totem." Peter rolled his eyes. "That'd be stupid. I'm pretty sure Connors made the spiders as part of his cross-species genetics experiments. I just didn't want to mention that to your dad because then, y'know, the next logical question would be, 'Why would Dr. Connors want to give humans the properties of animals?' and then, 'Say, did Dr. Connors ever mutate himself into a horrific lizard person, by any chance?'"

"You know, you still shouldn't have sold those Lizard pics to the Bugle," said Gwen. "Being Spider-Man doesn't excuse that."

Peter cringed. "I know, I know, I just... I needed the money, and sometimes that has a way of stopping you from seeing straight. But I haven't told anyone about Connors. You haven't either, right?"

Gwen fiddled with her nonexistent glasses again. "I told... my therapist."

Peter raised an eyebrow. "Giant lizard monsters sounds like one of those things they have to break confidentiality for."

Gwen's face flushed. "I left it vague. Didn't mention Connors by name. You're the one who put the Lizard's pictures in the paper! It's not like people didn't know there was a giant lizard running around."

"It's okay, it's okay." Peter squeezed her hand. "No one blames you for needing to tell a therapist. Pretty much everyone in New York could use some therapy nowadays. Just, uh, don't mention what I do in my free time, okay? Spider-Man's a suspected criminal. They'd have to report me."

Gwen brought a palm to his cheek. "You could use one, too."

Peter gave her a wry smile. "A therapist would be nice, but I'd rather have a phone and electricity."

"Maybe my dad could-?"

"Sorry, the Parkers don't accept charity. Ben would be rolling in his grave."

"That's right." Gwen withdrew her hand, then shut her eyes. "Your uncle. Was my dad right? Is that why you're fighting crime?"

There was a brief silence.

"It's... not as heroic as your dad made it sound," Peter said slowly. "The short version is that after I got my powers, I could've stopped this burglar, but I didn't because I was too busy being an angry teenager, and then he went and killed Uncle Ben _for his stupid car_." He took a deep breath. "Ben had this saying – with great power comes great responsibility. Pretty sure he was talking about puberty, but it applies to superheroes, too."

"Peter..." Gwen put her arms around him. "You made a mistake. That doesn't make it your responsibility to fight every single bad guy in the world."

"No, you don't get it!" Peter wrenched himself from her grasp. "Even if that burglar hadn't just so happened to kill Uncle Ben, he'd have killed someone else, and _I could've easily stopped him!_ Let's say I hang up the tights, and then one day I turn on the news to see that some random bystander was squished by the Rhino – how am I supposed to live with myself?"

"I- I don't know." Gwen turned away, hiding her face. "At first I thought dating Spider-Man would be the coolest thing ever, but... now I'll have to worry that _another_ loved one won't come home from work every day."

"If it's any consolation, the most dangerous criminals at large right now are the Legion of Losers," said Peter.

The tiniest smile formed on Gwen's lips. "You mean the furries that kicked your butt?"

"...Yes."

But it was gone as fast as it came. "What about Eddie's alien?"

"The symbiote? I fed it gene cleanser. That wipes out all non-human DNA, so cross your fingers that it's dead."

Gwen seemed to ease up at this. "Any other villains I ought to know about?"

"Well, there's always Jameson..."

"Hey, Peter?" Gwen put her arms around Peter again. "What you said about your uncle... how you could've saved him... Am I the first person you've ever told that to?"

"Yeah." Peter smiled at her. "Not counting the heart-to-heart I had with the alien symbiote."

Gwen smiled back, but hers didn't quite reach her eyes. "Well, you don't have to be the only one with guilt on their shoulders. It's my fault Harry snapped. I tried to break up with him, and..." The smile faded completely. "...it didn't go well. If I'd just been more patient with him-"

"Hey!" Peter almost looked scared for her. "Harry's a drug addict who guilt-tripped you into staying with him. That doesn't make you responsible for his mistakes. I'm sorry, but that's a really stupid thing to feel guilty about."

"Well, I think _yours_ is a stupid thing to feel guilty about." Gwen leaned in close. "How about this? I won't let myself drown in angst if you don't."

"Sounds fair..." Peter leaned in, too.

Their lips were millimeters apart when a rapping came from the other side of the door. "That's enough for tonight, Casanova!"

"_Aunt May!_" Peter and Gwen toppled over on each other. "How do you DO that?"

* * *

"No, Ned would never have done something like this! I've..." Betty Brant's cheeks reddened the slightest amount. "I've been to his apartment. He's a completely normal guy. He wouldn't even know where to _get_ a goblin costume!"

"Thank you for your time, ma'am." Sergeant Dewolff turned her attention to Jameson, who was slouched back in his chair. He seemed more interested in his cigar than the conversation at hand. "And do you have anything to add?"

"Last I heard from 'em, Lee was gonna investigate some shady perfume factory."

Dewolff turned to her partner. "Sounds like Kingsley."

Sergeant Carter snorted and made for the elevator. "You're grasping at straws. Why is it so hard to accept that this guy snapped, put on a costume, and started killing people?"

"How often does that actually happen?" scoffed Dewolff, following after him.

"It's not unheard of."

"Maybe if his family was gunned down by mobsters or something..."

* * *

"I think it's ready." Peter stood up from the chair at his workstation and proudly held out the fruit of their labors. Between his thumb and forefinger was a red, pea-sized doodad shaped like the logo on Spider-Man's back. "Our combined brainpower's expanding Spidey's arsenal. See, dating you's paying off already. "

"And these things really work?" Gwen was standing on the other side of the basement's table, which was piled with identical spider-shaped doodads.

"Yeah, just flip the switch, and they emit a frequency that makes my spider-sense tingle more the closer I am to them." Peter set to work stowing the spider-tracers and switch away in his utility belt. "If I found the one you hid in the toilet bowl, I think I can find these things anywhere in Manhattan."

"Peter!" Right on schedule, there was a rapping on the basement door. "I don't want you to be late to school because you were too busy gazing into your lover's eyes."

"Coming, Aunt May!" Peter stuffed his costume into his backpack, then took Gwen's hand. "Hey, uh, how much longer until your house is fixed?"

"Well, after the Master Planner fiasco, my dad made sure to get some 'superhero insurance' from those Damage Control guys. They're rebuilding the wall pretty fast, all things considered." She laughed. "Why? Anxious to get rid of me?"

"Nah, I'm just used to web-swinging to school, but I don't want to ditch you every morning. You know I love having you around to help with my superheroics."

"Just don't expect me to sew up your costume."

"Don't worry, I'm good. Not to brag, but I'm kind of an embroidery master."

"Wow, it gets torn that much?"

"What? No, I could sew before the spider bite."

"...Why?"

"I think I had this masochistic thing where I was _looking_ for reasons for Flash to give me a wedgie."

* * *

Smythe hummed to himself. It wasn't the loudest humming ever, yet it still echoed around the walls of the abandoned police station. It was deathly quiet in here. Currently, Smythe was lounging around the secret laboratory, rocking his hoverchair back and forth. One of these days, he really needed to install an MP3 player in this thing...

After approximately forever, the phone rang. Smythe answered it with more enthusiasm than he'd expected. "Hello?"

"Are you in position?" The sharp, metallic voice of Emily Osborn assaulted his ears.

"I've been in position for hours," said Smythe. "Where have you been?"

"My son and I are boarding a flight out of the country."

Smythe was glad this wasn't a video call. Mrs. Osborn probably wouldn't have appreciated the smugness on his face. "Because your son lost to Spider-Man?"

"No, I never expected him to win. That was meant as a teaching experience. We have... _plans_ for Harry." For the briefest of moments, the metallic quality was replaced with something bouncier. "You're to continue producing super-mercenaries as normal. We have to be unrelenting – Spider-Man's bound to wear down eventually."

"So do I have permission to go all-out against the Wall-Crawler, then?"

"As long as there's enough corpse left for Warren to work with, yes." The phone call abruptly ended.

Smythe grinned from ear to ear. "Finally, we do things _my _way." Smythe knew exactly why the dozens of past supervillains had failed to kill Spider-Man – human error. Well, he wouldn't be having any of _that_. Smythe pressed a button on his armrest. A minute later, a swarm of robots scurried into the lab. These looked about the same as the ones he'd used to threaten Harry, only they had ten times the weaponry and were the size of horses.

Next, Smythe brought up some holographic displays of various web pages. Judging from all the social media sightings Smythe had been logging, Spider-Man was most frequently seen in the region from Midtown to the edge of Queens, and he chiefly operated in very brief intervals of the day. He either had a job with long hours... or he was a high school student with an after-school job and a curfew.

"Hmm..." Smythe glanced at one of the video feeds, which displayed a black monster with a white spider logo on its chest. The video footage was being played backwards and forwards to look like the creature was dancing.

He'd given the matter a great deal of thought, and in the end, Smythe seriously doubted this Parker kid was Spider-Man.

"Spider-Slayers, go to Midtown Manhattan Magnet High School and kill Peter Parker."

But it couldn't hurt to be thorough.

* * *

This would become the stuff of Midtown legend for millennia to come. The day Puny Parker walked into class holding Gwen Stacy's hand. The whole room was sent into an uproar of whispers.

"_Eww, nerd love!_" said Sally in the softest voice she was capable of (which was still audible from the other side of the school).

"_Ha! They must really be getting desperate if they're hooking up with _each other_, am I right?_" Kong leaned over in his desk to nudge Flash in the gut.

Flash opened his mouth, but then someone behind him cleared his throat. Sha Shan, Glory, and Rand were all giving their partners dry stares.

"_It's, uh, whatever, man_," said Flash stiffly. "_None of my business who Puny_-" Sha Shan raised an eyebrow. "-_I mean Regular, Non-Puny Parker wants to date_."

On the far side of the room, Mary Jane watched Peter and Gwen with a content smile. Across from her, Liz quietly snapped a pencil in half.

* * *

Peter and Gwen were currently in the giggly, lightheaded phase of the relationship.

"Aww, he's cute!" Gwen shoved Sweaty Meatsmell into Peter's face.

"Yeah, I know, I've seen- _Ha, Gwen, he likes your hair!_" It was all they could do to keep the mutt from devouring Gwen's locks in one bite.

Sophia gave them a look. "He says it tastes like peanut butter."

"It's a long story."

Currently, the trio of Peter, Gwen, and Sophia were eating lunch at the picnic table outside. Sophia's legion of animals had swelled even more since the last time they'd seen her. Apparently, the drake from central park had followed her home.

"Hey, Sophia?" spoke up Gwen. "I hope I'm not causing any relationship drama."

"No, it's cool, we're friends."

"Thanks." Gwen fiddled with her glasses, which, for once, were existent. Apparently, half the reason Gwen had been putting so much effort into looking pretty lately was because of Harry. Mr. Big Shot Oscorp CEO couldn't be seen with an _unkempt girlfriend!_ Why, imagine the scandal! But Peter, A.K.A Mr. Same Blue T-Shirt All Day Every Day, didn't really care what Gwen wore. Right now, Gwen seemed to have settled for a happy medium between "messy-haired dork" and "trying her hardest to look like a supermodel." Her glasses had made a triumphant return, and with her green jacket in the wash, she'd returned to her regular pink-jacket-pink-headband combo.

"Wow, I've known you for, like, two weeks, and _how_ many supervillains have you fought in that time?" Sophia sounded half-teasing, half-sympathetic.

"Well, I don't think the goblins, Man-Wolf, and Morbius are connected, but whoever sent Scorpion and Hydro-Man after me is still out there." Peter shook his head. "But what am I supposed to do, go snooping around Oscorp tower in my bright red and blue spandex?"

"Are we sure it's Oscorp-related?" asked Gwen. "Don't we have any other suspects?"

"Well, Miles Warren is kind of a creep," said Peter. "He _says_ he didn't want Man-Wolf and Morbius to take Connors's serums like they did, but I don't know if I believe him. And wasn't Warren recommended to the ESU lab by Norman? He could be in league with Oscorp."

"I'm not sure." Gwen's brow furrowed. "He seems like an alright person to me, but then, I wouldn't have pegged Norman as the Green Goblin type, either."

"So, err, you don't think it's overly optimistic to assume all the supervillains have been beaten and no more are ever gonna turn up again, do you?" asked Sophia.

The schoolyard filled with screams.

"Maybe a mite optimistic," said Peter.

"What's going on?" Every other student was fleeing in the same direction, so, naturally, Peter, Gwen, and Sophia ran the opposite way. What they found were half a dozen killer robots marching towards the school's front doors. Think the Mars Rover mixed with giant, mechanical crabs, only instead of pincers, they had buzzsaws and rocket launchers.

The instant Peter drew near, the camera-turret "head" of each robot shot towards him. His spider-sense blared louder than the school's fire alarms. "Oh poop."

The next instant, he was tackling Gwen and Sophia out of the way as a flood of missiles shot towards them. There was a deafening explosion, leaving the far wall in pieces. "Did it-?" Peter looked back, but thankfully no students seemed to have been injured. In fact, the robots were kind of ignoring them.

"_I think t__hey're after_ _me._" Peter told the girls in a harsh whisper. "_You two run!_"

"_But how will you get into costume with all these people around?_" Sophia whispered back.

"_I'll think of something. Now get out of here!_"

They didn't need to be told twice. As soon as Gwen and Sophia were properly fleeing in terror, Peter turned his attention back to the killer robots. The robots scurried towards him, their buzzsaws whirring at full speed. Peter tried to circle around them, but they followed his movements perfectly. Dang, these things _were_ going after him. Either someone else had found out his secret identity, or Venom had taken up robotics.

The tin cans moved in closer, backing Peter against a wall. Of course, he could easily hop over them in a single bound and then run for the streets, except then the random passerby might have a few questions regarding Peter's spontaneous jumping skills. Next thing he knew, a bunch of reporters would be at his doorstep accusing him of being Batroc the Leaper.

The robots were mere feet from him now, and those buzzsaws looked awfully sharp. Oh well, secret identities were going out of vogue anyways.

"_Quack!_"

Out of nowhere, a swarm of animals surrounded Peter, led by a particularly angry-looking drake. Sweaty Meatsmell snarled at the robots while hordes of pigeons flew in the way of their cameras. Oh man, Sophia was probably trying to help, but if he didn't act fast, there'd be more dead animals lining the schoolyard than Peter was comfortable with.

Wait a minute. With all these critters distracting people, this was the perfect opportunity to round the corner and change into costume. Then all he had to do was run up to the rooftop so as not to look _too_ suspicious, then jump down into the middle of the robot horde. As soon as the animals saw him, they dispersed and fled to safety.

"Ah man, robots? I had these hilarious quips planned, but they'd all be wasted on _you!_"

All those birds had apparently confused the robots' censors, but now that they were gone, the bots turned their full attention to the Web-Head. Spidey backflipped into a robot and rammed his legs through its hull. That seemed to sufficiently break it, so next up he hopped out, then ripped off its buzzsaw arm and hurled it into another bot.

"Geez, these robots are fragile. Mysterio would _not_ be impressed."

Next up, Spidey webbed a robot and swung it into another one, causing both of them to explode in a wicked fireball. The next robot got the bright idea to fire its rockets. In the span of seconds, Spider-Man bounced into the air, webbed the rockets, and returned them to the sender. One robot left. Spider-Man wagged his hands in a "come at me, bro" gesture. The robot spun around, activated a jet in its underbelly, and took off into the air.

"Oh no, it's getting away," said Spider-Man. "If only I had some way to follow it."

* * *

Smythe watched the holographic monitor, muttering to himself. "Stupid bloody animals... What was a duck even doing at a high school?"

It was at this point that the last Spider-Slayer limped back into the secret lab. Smythe groaned and hovered towards it. "At least you got away. Looks like I underestimated Spider-Man's strength. He must've been pulling his punches in all those videos I studied... Wait." He leaned down to pull something off the Slayer. It was a tiny red spider-shaped doodad stuck to the robot's shell with a dab of webbing.

Smythe stared at it for a solid minute. "Bollocks."

"'Bollocks,' he says!" Spider-Man kicked the door down and sprang into the lab. "I've always wanted to fight an evil Brit! Dude, you should totally team up with Montana. I would die to hear you two having a conversation!"

"Die?" Smythe spun his chair towards him. "That can be arranged."

"Okay, I walked right into that one." Spidey ducked the Spider-Slayer's buzzsaw, then punched it from beneath, smashing clear through the steel. "Hey, I gotta thank you for sending robots after me. It's not often I get to wail on someone without worrying about pesky little things like 'hospitals' and 'homicide.' Proportionate strength of a spider and all that." He drew into a fighting stance. "So I take it you're the one who sent Scorpion and Hydro-Man after me?"

"Bingo. And I take it you really are Peter Parker, then?" Smythe looked bemused. "Or at least you go to his school?"

"Oh, well, since you asked nicely, let me just tell you every last detail about my secret identity." A thought struck Spider-Man. "Wait, so you weren't positive that Parker kid was me, but you sent robots after him anyways?"

Smythe shrugged. "What's a few extra dead children in the grand scheme of things?"

"I'm glad you said that. Now I won't feel bad about beating up a cripple."

"Cripple?" Smythe chuckled to himself. "Is that what you think?"

Spidey brought his hands to his hips. "You're not just sitting in that sci-fi wheelchair for fun, are you?"

"No, my legs are like a pair of cinder blocks." A sudden earnestness gripped Smythe's voice. "But I suppose I've never seen myself as a cripple. When I was first paralyzed, my dear old dad told me to think of it less like I was losing my legs..." He pressed a button on his armrest. "...and more like I was gaining the opportunity to turn myself into an indestructible cyborg."

Before Spidey could so much as flinch, the hoverchair transformed. Its pieces unraveled and wrapped themselves around Smythe's body until every inch of him was metal-plated. For a moment, he remained hovering in the air, but then he slammed into the ground, forming a crater... and pulled himself up on his own two legs.

"Dude," said Spider-Man, "my dad told me the same thing about puberty!"

"Well, you're awfully glib for someone about to die." The eyepieces on Smythe's helmet glowed yellow. "I hope you're not harboring the illusion that I'll go down as easily as those robots. I save all the best weaponry for myself. You could say I'm the Ultimate Spider-Slayer."

"Eh, your supervillain name needs a little work. You could call yourself the Lame Iron Man Wannabee. Or is that too on the nose?" Suddenly, a pair of turrets unfolded from Smythe's shoulders, and Spidey found himself dodging gunfire. "Ugh, when did my life become a bad Michael Bay movie?" Spider-Man pounced from one corner of the room to the next, a trail of bullets destroying every last desk, keyboard, and computer monitor in his wake. "And yes, I realize that's redundant."

_Thwip_. Spidey webbed Smythe's eyes, then punched him in the chest. Unlike the regular Spider-Slayers, the Ultimate Slayer was barely dented.

"Nice try." Smythe's eyes glowed even brighter, then fired a beam that melted the webs clean off. Spidey sprang up to the ceiling – which was good because the laser left a pretty big hole in the far wall.

"Laser-eyes, huh? Can't beat the classics." Hmm, if this nut was too tough to crack, maybe Spider-Man could use his weight against him? "But I'm still not feeling 'Ultimate Spider-Slayer.'" Spidey kicked Smythe's legs out from underneath him, knocking him to the floor. Before he could get up, Spidey webbed him in place. "How about 'Third-Rate Silvermane Knockoff?' _There's_ a name that rolls off the tongue. Or how about-" Spider-Man raised his fist. "-_murderer?_"

He slammed it into Smythe's face. "_That's_ for Flint Marko!"

"Wow, you _must_ be a high schooler. No one else is that naïve." Smythe was barely webbed down for a second before he ripped his way out. Jets erupted from his back and the bottom of his feet, launching him into the air. "Sandman was a lab accident, a random mistake that disrupted the balance of things, and so he had to die. Sound like any arachnid-themed boy scouts you know?"

His shoulder-turrets fired another found of bullets, but Spidey dodged with blinding speed. "I can do this all day, pal!"

"The only reason you're still alive is dumb luck!" spat Smythe. "You're not some master strategist – you're a stupid brat! Well, here's a reality check, kid: maybe you can find some clever way to beat the Rhino or Scorpion, but the instant I fire every explosive I've got at you, no amount of jumping around and cracking jokes will save you!" His shoulders unfolded to reveal even more missiles-launchers, while his palms began to glow, preparing to fire totally-not-Iron-Man's-repulsor-blasts.

Spider-Man prepared to dodge. The blast radius might be too big, but if he could reach the door... Wait, that was weird. His spider-sense wasn't tingling very-

_Clink, clank, clunk._ A canister rolled into the lab through the broken doorframe. Oh, okay, _now_ his sense was tingling. _Bam! _The canister exploded, filling the room with gas. Spidey was agile enough to run through the door, but apparently the ultimateness of the Ultimate Spider-Slayer didn't extend to agility. He toppled over, his weapons staying safely inactive.

"Sorry for almost gassing you, Spider-Man." Captain Stacy met Spidey in the hallway right as a SWAT team stormed past them.

"It's cool," said Spider-Man. "What's a little tear gas between friends?"

"Tranquilizer gas, actually. It's our new procedure for dealing with supervillains."

"Ah, taking some cues from my victory over Scorpion, are we? But aren't sedatives supposed to be taken in precise amounts? Aren't you worried about overdosing?"

"I'd rather rush a supervillain to the hospital than let him tear up the city." Captain Stacy shook his head. "It's simple escalation. As the bad guys get more dangerous, so do we."

"I guess so..."

"Smart of you to call me beforehand." He gave the slightest smile. "I'd thought you were more the type to jump in all by yourself."

Spider-Man smiled back. It wasn't really visible because of, y'know, the mask, but it was the thought that counted. "Well, I'm usually paranoid about the police tracking the call and figuring out my secret identity, but I guess something was different this time." He glanced back at the lab, where the officers were busy wrenching an unconscious Smythe out of his armor. "You're lucky I went in first. This guy had, like, a wheelchair that turned into Iron Man armor. You'd have been caught totally off guard, but I've got spider-sense, so I was good."

"After the one in the rhino suit, nothing surprises me anymore."

* * *

The instant Peter opened the front door, Gwen tackled him with a hug.

"My dad called me! Were you hurt?"

"Don't worry, I'm fine." Peter glanced around the living room. "Where's Aunt May?"

"With Mrs. Waston. I told her you were taking pictures of the school's wreckage for the Bugle, so she hasn't been worrying or anything."

"Thanks, you're a lifesaver." Peter kissed her cheek. "Did the robots hurt anyone?"

Gwen shook her head. "We're getting out of school for the rest of the week, though."

Peter grinned. "At least something good came of this." With that, he released Gwen and threw himself on an armchair. "Looks like Warren was innocent after all. This 'Smythe' guy confessed to being the mastermind behind Scorpion and Hydro-Man, and it wouldn't be a stretch to think he made a good chunk of my original rogues gallery, too." As he spoke, Peter grabbed the remote and unmuted the TV.

Onscreen, the news anchor was saying, "...Spider-Man Revenge Squad's reign of terror was put to rest today by a brand new superheroine." The screen cut to an image of the Grizzly, Spot, Gibbon, and Kangaroo being led into a police van in handcuffs. They seemed to be covered in hundreds of tiny bites and scratches. "Their strategy of using the Spot's powers to teleport away was counteracted by – Am I reading this right? – by an army of squirrels."

"Alright!" Peter fist-pumped. "That's another loose end dealt with. Yep, it's safe to say our supervillain troubles are finally over. From here on out, it'll be smooth sailing for our friendly neighborhood-"

"Wait, we're getting breaking news!" The news anchor brought a hand to her earpiece. She looked just as surprised as Peter and Gwen. "There appears to be a large-scale battle of superhumans taking place at Liberty Island. So far, none of the participants have been identified as any known superhero or villain."

The screen cut to a helicopter's view of the Statue of Liberty. It was too far away to make anything out, but there was definitely a fight going down. There were bursts of red light and blurs zooming around every which way.

The news anchor squinted at the footage. "I don't recognize any of those..."

Gwen turned to Peter. "Should you go?"

"I don't know." Peter looked back at the TV. "Maybe we should wait and see what I'd be getting myself into."

"Hey, look at that!" The anchor all but abandoned her professionalism to jump out of her seat and point at something on her video screen. "There's a man floating above the Statue!"

The live footage zoomed in on Lady Liberty's crown. There was indeed someone floating above it, and, as per tradition amongst these superpowered types, he was decked out in a costume.

"Who is that?" asked Gwen.

"Is that a bucket on his head?" Peter snickered. "Sheesh, _my_ supervillains have _way_ better fashion sense."

"Humans of the world, listen well." There seemed to be some speakers floating around him – the man's voice echoed, sounding crystal clear on the TV. It was commanding, refined. Something about it made Peter impulsively want to salute. "Your reign over this planet is coming to an end. Every day, more and more of my people step into the light. People superior to you in every way. We are the future. We are the Children of the Atom." He held out his hand.

Suddenly, the news helicopter lurched forwards until its camera was mere feet from the man's face – or at least the sliver of it visible through his crimson helmet. Now that he could make out some detail, Peter saw that the guy was old. Like, _old _old. He made Aunt May look like a toddler. Every last wrinkle and gray hair was captured in crystal clear high definition for all the world to see. The man's violet cape billowed out behind him.

"And to my mutant brothers and sisters, I give a warning." He extended his arm once again. "Those of you who do not join my brotherhood will learn _exactly_ how strong the humans' ideals of liberty are."

Lady Liberty's arm started to wiggle. Back on the other side of the TV, Gwen gasped.

"_Oh my God!_" came the cameraman's screams. "_Is he-? He is!__ He's tearing it apart!_"

Peter ripped his head away. He couldn't look.

"Are- Are you gonna go?" Gwen stammered out.

"Yeah, yeah," said Peter faintly. "Just let me pick my jaw up off the floor."


	9. Codominance

Spider-Man didn't know how he felt. On one hand, there had been no reported casualties, so this wasn't really a national tragedy, per se. On the other hand, _a superhuman terrorist had just destroyed the flipping Statue of Liberty. _Spidey had taken a look at it from his vantage point up on the tallest building on the coast. Liberty Island was painted gold by the sunrise, which would've been gorgeous if the place wasn't swarming with police and cleanup crew.

Of course, after seeing that bucket-headed jerk crumbling up a national monument like a ball of Play-Doh last night, Spidey had swung straight there. He'd used the old web-slingshot trick to launch himself to the island, but by the time he landed, there wasn't a supervillain in sight. Bucket-head and his crew had cleared out. So now here Spidey was, standing on a skyscraper and staring wistfully at the pile of green wreckage in the distance. There had been talks of rebuilding it, except there would be nothing stopping Bucket-head from flying by and smashing it again.

Well, no point standing around moping. Spidey would be doing America more good by fighting crime.

_Thwip._

Not a moment later, Spider-Man was in a filthy back alley, webbing the knife from the hand of a burly-looking fellow who'd backed his lady friend against the fence.

"Oh, come on!" Spidey clocked the crook, then webbed his no-doubt-soiled pants to the ground. "You're really gonna mug people the morning after the Statue of Liberty got toppled? Man, crime really _doesn't_ sleep." He turned to the woman. She looked middle-aged, but not so old that she wasn't pretty. "You okay?"

"_Ahh! Mutant! Mutant freak!_" The woman frantically swung her purse like a flail.

"Hey, that's not nice!" Spidey looked down at the man. "Even if he did try to mug you."

"_Get away from me!_" The woman didn't seem to appreciate the wit. She pushed past him and ran through the streets, shrieking her bleached-blonde head off. Spidey groaned to himself. The way people acted, you'd think Spider-Man had smashed Lady Liberty himself.

He tried not to worry about it as he swung back towards the center of Manhattan, but Spidey was having trouble shaking a thought. From what Bucket-head had said, it sounded like "mutants" were people with superpowers. What if Spider-Man _was_ a mutant? What if the spider-powers came from being a mutant, and the spider-bite was just a wacky coincidence? Or- Or what if the spider _did_ give him spider-powers, but Peter was _also_ a mutant who so happened to have spider-powers? He could become... Double-Spider-Man!

And if Spider-Man was a mutant, should he be worried about what Bucket-head had been saying? About learning "exactly how strong the humans' ideals of liberty really are" and yadda yadda yadda? Was there some kinda conspiracy going on that only Bucket-head knew about? Was the government going to start cracking down on superhumans and show up at Peter's doorstep to dissect him?

Once he reached Times Square, Spidey stuck to one of the giant TV screens. It took him a second to realize whose face he was standing on.

"Am _I_ a mutant?" Onscreen was a guy in a skintight, sky blue outfit with a "4" emblem on the chest. His brown hair was flecked with streaks of white. "No, I don't consider myself one." Mr. Fantastic chuckled to himself. "Well, obviously I've been mutated-" He grabbed a finger and stretched it like putty. "-but it's not the same concept. I don't know what this terrorist meant when he used the word, but in biology, a 'mutant' is an organism with genes that differ from the norm. The changes that happened to my teammates and me were the result of cosmic rays that altered our bodies on a subatomic level. It has nothing to do with our genes. And I think you'll find most others in the superhero community also fail to fit this definition of..."

Spidey tuned him out. The media had been accusing people nonstop for hours. Even the president of the United States had had to deny being a mutant. Sure, the public had always been a little on edge about superhumans, but now it was like they were expecting them to overthrow humanity any day now.

Ugh, Spider-Man didn't even want to look at today's Daily Bugle. If _regular_ people were getting worked into a tizzy over superhumans, then Jameson might actually turn into the Incredible Hulk. HULK WRITE ANGRY EDITORIAL!

* * *

"No." For once, Jameson was using his indoor voice. "I'm not going on a witch hunt."

Robbie gaped at him. "Not going on a witch hunt? _You?_"

"As far as anyone knows, 'mutants' are just people with superpowers." Jameson sat up in his desk and lit a cigar. "They don't deserve to be put under the bus just for having powers. Heck, most superhumans get their powers by accident – just ask my son."

"How is he, by the way?"

Jameson bowed his head a fraction of a degree. "He's resting up at home. We've got more therapists and a new medicine that'll kill the rest of the spores – at least according to the buncha money-sucking quacks passing themselves off as doctors. John will be right as rain and back to work any day now."

Robbie smiled. "That's good to hear. Guess it gives you a new perspective, doesn't it? Having a son with superpowers?"

"What are you blabbering about? New perspective? I don't have any new perspectives! For the last time, I don't hate superhumans, I hate masked vigilantes! Our paper doesn't need to slam just anyone with powers, it needs to slam the monster who tore down the Statue of Liberty! And I've got just the name for our new supervillain." Jameson threw out his hands theatrically. "Magneto, the Master of Magnetism!"

"Magnetism?" frowned Robbie.

"Yes, magnetism! How else do you explain him bending all that metal?"

"I don't know..." Robbie scratched his chin. "Don't you think it's in bad taste to give hokey nicknames to national terrorists?"

At that exact moment, a news report came on the miniature TV on Jameson's desk: "This just in! The nation of Latveria has given its response to last night's terrorist attack."

The screen cut to an image of a tall, broad-shouldered man, his metal-plated face hidden by the shadow of an emerald cloak. "Latveria is in no way connected to the humiliating destruction of your precious landmark, and your insinuation that we would ever strike with such barbaric and childish tactics is insulting to the name of Victor von Doom."

Jameson and Robbie stared at each other in silence.

"You know what?" said Robbie. "'Magneto' sounds fine."

* * *

Peter knew this would happen. He'd stepped inside the freshly-repaired school building, and the first thing to hit his ears had been, "_Mutants mutants mutants mutants mutants..._" The giant robots that attacked the school last week were all but forgotten, apparently.

Peter turned to Gwen. They were savoring this – with the Stacys' house finally repaired, it would be their last walk to school together. "Guess one weekend's not enough for people to get over their mutant hysteria."

"Hey, Peter?" said Gwen. "You don't think any of your rogues gallery are...?"

"Well, none of them have come out, but I always suspected Dr. Octopus."

"Hey, Flash!" Oh, joy. Peter's eardrums were treated to the delightful sound of Kong's spittle-filled laughter. He and Flash barreled past Peter, though Flash could only go so fast with his limp and his cane. "Don't look now, but I think Parker's a mutant!"

"Yeah!" Flash let out his own earsplitting laugh. "His power is super puniness!"

"Now, now, Flash." Gwen folded her arms. "Don't make us tell on you to _Sha Shan_." She said the name with such pure gooeyness that rainbows and sparkles shot out her mouth.

Flash's ears turned bright red. "Very funny, nerdette. C'mon, Kong..." The two of them trudged off.

Peter let out a slow whistle. "Can you say 'whipped?'"

Gwen laughed. "I think it's sweet. At least he's _trying_ to grow up, right?"

"I guess with Flash, I'll take what emotional maturity I can get..."

* * *

_Chat! Chat! You brought me food? _Sweaty Meatsmell made his best efforts to snatch Sophia's sack lunch from her hands. _I want food! I'm very hungry!_

"Here you go." Sophia held out an apple slice, which the mutt immediately gobbled up out of her palm.

_Thank you! _Despite his mouth being full, Sweaty's "voice" was unobstructed. _I love you unconditionally, Chat! _

"Chat" was the animals' word for her. Their names tended to be of the literal sort.

_I love you, too,_ Sophia told him, kissing the tip of his sweaty head.

_Chat_. Just then, Rodentslayer pounced onto the table and gave Sophia a scathing look. _There are strange people lurking about. I don't like them._

_You don't like anyone_, said Sophia.

Rodentslayer licked her paw. _True. You should pet me. I deserve to be pet._

Cats were usually paranoid over nothing, but Sophia found herself glancing around, searching the crowd for any strange people. It was lunchtime, which meant there was a throng of students at the surrounding picnic tables. It wasn't until Sophia specifically listened for it that she caught the whispers.

"_...__mutant?_"

"_Yeah, I think she is._"

"_...__say she __controls__ animals. __At first __I thought __it__ was crazy, but now I don't know..._"

"It shouldn't be allowed." This last voice, belonging to a thin blonde cheerleader, was a step above a whisper. Judging from the shrillness, she could only be Sally Avril. "They outta have, like, separate schools for people like her."

"Yeah, like, how do we know she's safe to be around?" Huddling next to Sally was a fellow cheerleader, a Latina who Sophia recognized as Peter's ex. "We don't even know what exactly her powers can-"

"_Shh! Shh!_" Sally's voice went even shriller. "_She's lookin' this way! I think she can hear us!_"

Sophia's stomach tightened. She was used to the extra attention from the constant flock of animals around her, but usually people didn't piece together than she had powers. And when they _did_ piece it together... Well, let's just say Sophia wasn't keen on having to move again.

_Chat,_ spoke up Tailfeathers from her shoulder, _these humans seem more hostile than usual. We should fly away._

_When the sky makes scary noises, I like to hide under the bed,_ said Sweaty Meatsmell. _You should do that_.

Sophia had been planning on waiting for Peter and Gwen to show up as usual, but somehow she found herself rising to her feet.

"I think she's leaving," Sally said to Liz. "That proves it! Why would she run if she wasn't a mutant?"

But Sally's theory was disproved – Sophia didn't run. She marched right up to the cheerleaders, her hands on her hips.

"Will you stop?" snapped Sophia. "I've never hurt anyone in my life."

"Oh yeah?" Sally folded her arms. "Are you a mutant?"

"I..." Sophia faltered. "I don't know."

"Where did you get your animal-controlling powers?" asked Liz.

"I just woke up with them one day. And I don't control them, I only talk to them. I can't make animals do anything they don't want to."

"Oh yeah?" Liz's eyes narrowed. "And what if a pigeon wanted to, say, fly into a jewelry store, grab a necklace, and then fly to you?"

Sophia froze. "That- That's not- I never-" She stammered for a couple seconds, then turned and bolted. Hiding under the bed sounded pretty good right about now.

"Yep, she's running," came Sally's voice from behind her. "What I tell ya? Guilty as charged."

Sophia made a beeline for the sidewalk. She didn't care if there were teachers watching for students playing hooky during lunch, she had to get out of here. Sophia was almost out of the schoolyard when she bumped into a person she could've sworn hadn't been there a second ago.

"What-?" She stumbled backwards.

"Doesn't feel too good, does it?" It was a boy, probably in his early twenties. He wore a plain blue t-shirt, jeans, and a sleazy grin. He would've looked like every other boy in the school if not for his pure white, slicked-back hair.

"Leave me alone." Sophia tried to walk around him, but the next time she blinked, he teleported in front of her again.

"You do realize what's gonna happen, don't you?" The boy spoke a million words a minute. "They're gonna freak out because of your powers and then you'll have to move again and you'll have to make brand-new friends and eventually you'll slip up and people will realize you've got powers _again_ and you'll move _again_ and you'll never have friends or a social life and you'll be known as the freaky animal lady forever and ever and ever and-"

"I _said_ leave me alone!" Sophia didn't have to ask – her animals instantly surrounded her, dogs, cats, squirrels, raccoons, and ducks all growling, hissing, chattering, snarling, and quacking at the white-haired boy.

"You know, I don't think you really want _me _to leave you alone." The boy pointed a thumb at the crowd forming behind them. "I think you want _them _to leave you alone."

"I want _everyone_ to leave me alone," said Sophia.

The boy's grin broadened. "What if I told you there was a place where people like them left people like us alone for good?"

"Yeah," said a second voice, thick with the Brooklynest of Brooklyn accents. "A place where _they're_ the weirdos and _we're_ the normal ones." Suddenly, another boy hopped out from around the edge of the school – literally. Sophia nearly screamed. His skin was bloated and pale, his eyes and teeth were greasy yellow, and he was hunchbacked. The boy sat down in the grass with his knees out and his arms between his legs. Anyone can sit like a frog, but not everyone's legs are deformed enough for the posture to look natural.

"Stay away from me!" Sophia was on the brink of running away again... but then the frog-boy opened his mouth. In the blink of an eye, a puke-green tendril shot out, grabbed a stray pigeon from the flock, and sucked it down his throat.

_Aaaaaaaaahhhhh! Help me! _it shrieked. _Help me! It's dark in here!_

Sophia saw red. "_Spit him out! Spit him out!_" She was ready and willing to beat the everloving daylight out of him, but the frog-boy hopped out of harm's way.

"Okay, okay, sorry, geez." He reluctantly vomited the bird onto the grass.

It was still twitching. _U__gggg__hhh... P__retty colors..._

"Good job, Toad." The white-haired boy scowled at him. "She's liking us more by the second."

"What? I'm hungry!" Toad shrugged innocently.

"Sophia? What's going on?" It was as Sophia was cleaning slime off the poor pigeon that Peter and Gwen finally arrived. They ran to Sophia's side, pushing their way through the herd of animals.

Peter's eyes fell on the strangers. "Who're these?"

"Yuck, normal people." The white-haired boy made a face.

"Come on." Sophia drew nearer to Peter and Gwen. "Let's so somewhere with less creeps."

"Hear that, Pietro?" Toad gave his comrade a slimy grin. "She thinks you're creepy."

"That's enough, you two," spoke a third voice. Pietro and Toad spun around to find a girl walking towards them. She looked about the same age as Pietro, and she wore long brunette hair, a gold cross necklace, a black dress and stockings, and a scarlet jacket. She wasn't as clammy as Toad, but she was pretty pale, which gave her kind of a "goth" look. Of the three of them, she was easily the least skeevy. "Let's not scare another one away."

"What do you want from me?" Sophia hugged her mucus-covered bird tighter.

"All we want is to keep you safe," said the goth girl. "You saw how those children treated you. It's only going to be worse with adults. Our kind can't live among humans anymore."

"Our kind?" repeated Sophia. "What's that supposed to mean?"

The girl frowned. "You haven't realized? You're a mutant, just like us."

Sophia took this in silently. She looked down at her bird. "I was afraid of that..."

"What _is_ a mutant, exactly?" spoke up Peter. "Is that another way of saying she has powers?"

The girl shook her head. "It means she has the X-Gene. Natural-born superpowers."

"Genes are just a bunch of nucleic acids," said Peter flatly. "How exactly would they let you talk to anim-?"

"Shh." The next split-second, Pietro was in his personal space with a finger over Peter's lips. "Don't question it. It's science." Peter pushed him off.

"It's not something we understand," said the goth girl. "It's just the way it is."

"What makes you so sure Sophia has this gene?" asked Gwen.

"How else do you explain her powers?" asked Pietro. "X-Genes, like a lot of things, come out during puberty, which is when Sophia's powers manifested, so Occam's razor says-" The goth girl gave him the stink eye. "What?"

Sophia was more tense than ever. "How do _you_ know when my powers manifested?"

"Oops." Pietro clamped his hands over his mouth.

The goth girl exhaled impatiently. "We know because Emma told us."

At this, Sophia's entire body seized up.

"Sophia?" Peter and Gwen gave her concerned looks.

"Conversation's over." Suddenly, Sophia pushed past them and marched towards the sidewalk. "Bye."

"Huh?" Peter gave chase. "What's going on? Who's Emma?"

Sophia glanced back at him. "Remember when you said your ex was a parasitic alien?"

"What? Where are you-?" Peter tried to follow her, but the next instant he was blocked by a wall of animals. Again, Sophia hadn't had to ask.

* * *

With all the birds flapping around his face and the dog snarling at him, Peter was forced to retreat. He reluctantly returned to Gwen's side, watching as Sophia rounded a corner and vanished. As soon as she was out of range, the animals dispersed and went about their business.

Peter looked back at the trio of mutants. "Okay, I'm officially confused."

"Sorry, we don't fraternize with humans." Pietro grabbed Toad and the goth girl by the back of their necks. "Gotta run. Wanda here gets cranky if she doesn't have her nap. Toodles." The next instant, they were gone. At first Peter thought they'd teleported, but then he noticed the gust of wind and the blur rapidly shrinking over the horizon.

"Oh my God." Peter brought a hand to his mouth. "I think that guy is the Whizzer!"

The commotion hadn't gone unnoticed. The lunchtime crowd of students had swelled, and now a whole horde of mutant-phobic teenagers were pointing and whispering. A couple teachers were doing their best to impose order, but teens are terrible and uncontrollable creatures, so their efforts went nowhere.

"Petey!" A girl pushed her way through the crowd.

"Hi, Liz," said Gwen in the tone of voice usually reserved for finding something dead on your shoe.

"Oh, uh, hi." Liz gave her a halfhearted wave.

Was it Peter's imagination, or did the temperature drop a few degrees?

"Did you need something?" Gwen deliberately wrapped herself around Peter's arm. He had to shake the mental image of a dog marking its territory.

"I- I noticed you two have been talking with that animal girl lately, and with all this mutant stuff in the news lately, I did some research." Liz sheepishly held out her phone.

Onscreen was a news article. When Peter's eyes caught the headline, they widened. It read, "ANIMAL JEWEL HEIST_,_"complete with a blurry security cam photo of a pigeon flying out a shop's door with a priceless diamond necklace in its talons.

"Turns out animals had been stealing stuff all over the Bronx," said Liz. "Food, jewelry, video games, cash registers, that kinda thing. They suddenly stopped right around the time that girl moved here. When I mentioned it to her just now, she ran for it, so she's pretty much guilty."

Peter turned to Gwen. She looked as shocked as he was. "I... I can't believe it."

"Me neither!" Just then, Flash walked by with Sha Shan. "These mutants think they can do whatever they want just 'cause they have powers! I bet Spider-Man would show 'em a thing or two."

"Yeah," said Peter faintly. "Bet he would."

* * *

_Thwip._

Spider-Man swung through the streets in a grid-formation, keeping his eyes peeled for any telltale herds of animals. He really hoped he found Sophia soon, both because he was worried about her and because he didn't want to have cut class for nothing. Peter wasn't looking forward to explaining this one to his teachers.

There had to be a logical explanation for this. Sophia wasn't a hardened criminal. She wasn't! And if she was, why would she have thrown herself at a do-gooder like Spider-Man? Well, okay, Black Cat had totally done the same thing, but still.

A flock of pigeons shot by beneath Spidey's feet. He was about to ignore it, but then he thought better of it and swung after them. Sure enough, the birds were headed towards a raven-haired girl sitting on a park bench. Sophia had apparently run all the way to a little patch of green in the middle of Midtown about a hundredth the size of Central Park. Spidey perched himself on a nearby flagpole to watch her. Sophia still had the half-eaten bird in her arms. She was doing her best to clean the slime off its feathers with her bare hands, and every so often she would sniffle to herself.

Spidey was about to change back into Peter Parker and talk with her, but someone else beat him to it. Sophia was approached by a pair of strangers – a guy and a girl who looked like they were in their late teens. The guy had carefully combed brown hair and a pair of ruby shades that screamed, "LOOK HOW COOL I AM! DON'T I LOOK COOL?" The girl, meanwhile, was a conservatively-dressed redhead. At a glance, she seemed like the straight-A type. Picture Mary Jane, only less foxy, more Hermione Granger.

Even from a distance, Spidey could see Sophia tense.

"Sophia Sanduval?" Mr. Cool-Shades stopped at the edge of the bench.

Sophia shifted her posture. She looked like she might run for it any second now. "What do you want?"

"We need to talk to you." The redhead gave her a warm smile. "We're mutants, like you."

"_Will you people leave me alone?_" Sophia sprang to her feet. "I don't want to join your mutant cult or whatever!"

"Wait, what?" It was hard to tell for sure when those sunglasses made him look so stoic, but Mr. Cool-Shades sounded totally lost. "But we haven't-"

"Hey, now!" Spidey chose this moment to hop down between Sophia and the strangers. "The lady said she wanted to be left alone. Why don't you run on back to Mutant-land?"

"Spider-Man?" Now Four-Eyes McCoolshades sounded even more lost. "What are you doing here?"

"In Manhattan?" said Spider-Man. "You might want to familiarize yourself with the word between 'friendly' and 'spider.'"

"Listen, we're not here to hurt anybody." The redhead stepped forward. "We're trying to help this girl. If you would let us explain-"

"Miss, are these two bothering you?" Spidey turned to Sophia, ignoring them. Sophia nodded. "Want me to swing you outta here?" She nodded again.

"At least give us a chance to-" Before Mr. Cool-Shades could finish protesting, the redhead put a hand on his shoulder.

"Let them go, Scott. We don't need to make a scene again."

Mr. Four-Eyes "Scott" McCoolshades exhaled out his nose. "Fine."

And with that, Spidey grabbed Sophia and her slime-covered bird and swung off. Once the mutants were far behind, he dropped his passengers off on a rooftop.

"You okay?"

"I'll live." Sophia gave him the faintest of smiles. "That was pretty cool of you. Thanks."

"No problem." Spider-Man sat himself on the roof's edge to watch the passerby down below. "I've got a bad feeling those guys were Magneto's stooges recruiting for his brotherhood."

"I've never seen you up close in costume before." Sophia's eyes lingered on the skintight spandex longer than Spidey was entirely comfortable with.

"Hey, Sophia?" Spider-Man took a deep breath. Hoo boy, how could he broach this subject? "Liz showed me an old news article. It was about... animals robbing stores." Before Sophia had time to react, he blurted out, "I'm sorry, I'm not trying to insinuate anything! I mean, all these crazy superhumans running around, you can't be the only one in New York with animal powers-"

"Peter." Sophia gently set the bird down so she could bury her eyes in her hands. "Please don't hate me."

"Of course not! I'm not mad or anything, I just..." Spidey faltered. "...wanted to make sure you were okay."

Sophia slowly lowered her hands. "I'm sorry I didn't tell you. It's not exactly the kind of thing you mention on a first date, you know? I was never caught, and I... I guess I let myself think no one would ever figure it out. Pretty stupid of me." She groaned. "And now Liz Allan and Sally freaking Avril know! They're gonna tell the police!" She gave Peter an apologetic look. "I know I broke the law, but that was a long time ago. I'm a different person now."

Under the mask, Peter shut his eyes. "When I got my powers, the first thing I did was try to make money, but the guy cheated me, and then he got robbed, and I... I let the robber get away, and then..." He opened his eyes. Judging from her face, Sophia was hanging onto his every word. "Well, uh, the point is, heroes don't sprout up fully-formed. We all make mistakes." He simpered. "I bet even Captain America did something bad once in his life."

"Yeah, there must be at least one time he forgot to say his please-and-thank-yous." Sophia laughed, but her heart wasn't in it. "I swear, I haven't stolen anything since I moved to Manhattan."

"What made you turn over a new leaf?"

Sophia looked away. "Well, the reason I started stealing in the first place was because there was this... person. A bad influence. I thought she cared about me. I was wrong." She brushed the last few traces of slime off of her bird. "But she's out of my life now. For good."

* * *

The white corset's laces were tighter than she'd expected, but she hardly noticed. Breathing was overrated, anyways. She turned to leave the changing room. For a second, she thought she caught a gust of wind, but maybe it was her imagination.

The girl returned to the center of the boutique, balancing precariously on her white heels. "How much is this one?" She turned to the only other person there, the store owner. His eyes were dull and glassy.

"Upwards of four thousand dollars," he said in a monotone. The girl smirked at him. "But for you, my queen, it's free."

"That's better." She made for the exit, her white cape swishing as she spun around. "Now be a dear and go fill out whatever paperwork it takes to not have this reported missing."

"Yes, my queen."

The girl's hand was on the door when a voice called out, "Having fun with your mind-slave, Emma?" She paused, sighed, then turned to find a white-haired boy grinning at her.

"Quicksilver." She gave him a cold stare. "To what do I owe this pleasure?"

"Do I detect a hint of sarcasm?" Quicksilver put a hand over his heart. "Hurtful."

Emma folded her arms. "Are you going to tell me why you're here, or do I need to rip it from your head?"

"Trust me, you don't wanna know what's in _my_ head." Quicksilver's eyes wandered over Emma's clothing – or lack thereof.

Emma rolled her eyes. "Spit it out."

"Oh, it's not big news or anything." Quicksilver admired his own fingernails. "The gang and me were just looking for mutants to recruit, and we stumbled across a certain chick who can talk to animals."

Emma nearly tripped over her heels. "Chat? You found her? Where is she?"

"Don't get your delightfully tiny thong in a twist," said Quicksilver. "She's totally fine. We were gonna recruit her into the Brotherhood, but then Toad tried to eat one of her birds, which I'm guessing is a teensy faux pas with these tree hugger types- Ack!"

Suddenly, he had a hand around his neck. The fingertips were turning to diamond. "_Where is she?_" The question was out loud and in Quicksilver's head all at once.

"M-Midtown High," he gargled out.

Emma released him. "Good boy." A smile spread over her silver lips. "Oh, and Pietro?"

"Yeah?" he asked hoarsely, gasping for breath.

"The next time you sneak a peak while I'm changing, I'm turning you into a vegetable."

Quicksilver grinned. "Worth it." He shot out the door like a bullet.


	10. Phenotype

"Here. It's this one."

Spidey landed before an unremarkable Queens apartment complex, where he dropped off his passenger. "You gonna be okay?" He glanced back, checking the streets for passerbys. "A bright red and blue guy swinging around with a girl in his arms isn't exactly inconspicuous."

"I don't think anyone followed us." Sophia made her way to the doorstep. "I should be fine."

"If you say so." Spider-Man shot a web towards a far-off building. "Put me on speed dial, okay? And tell your parents to keep a lookout for bad guys."

At this, Sophia acquired a dead look in her eyes. "My big sister, actually."

"Oh." For once, Spidey was glad she couldn't see his expression under the mask. "Sorry, I didn't mean to-"

"No, no, it's okay." She turned for the door. "I, uh, I heard about what happened to yours. The plane crash. Came right up when I googled 'Parker' because, y'know, your dad was a big scientist guy."

"The _biggest_ scientist guy." There was a brief silence. "I, uh, I'd better go."

"Bye."

"Bye."

After approximately forever, Spidey gathered the wits to swing off.

And now for the fun part of the day where Peter got to explain why he cut class after lunch. Once he reached Midtown, he ducked into his usual spot behind the trashcans, changed back into his clothes, and waited by one of the school's side doors. The rest was up to fate – either Peter would be let in by a friendly student who'd give him a fist bump for cutting class like a boss, or he'd be let in by a monstrous teacher who'd send him to the principal's office, expel him, and then bury his pieces under the floorboards.

"Peter!" Thanks to the magic of text message, the one who opened the door was Gwen. "Hurry." As soon as Peter was in, Gwen shut it behind him and led him down the hall. "No one's noticed you're gone yet. Right before attendance, the principal called everyone down to the auditorium. Probably announcing a fundraiser or something."

"Wow, the school's cheap money grabbing is good for something after all."

Peter and Gwen slipped into a passing crowd of students and made their way to the auditorium. Apparently, whatever announcement the principal had to make applied to every single student in the school. The place was packed, and every last kid was whispering to their friends. The only one sitting up straight and being quiet was Hobie Brown, but that was less because he was polite and more because the guy was, like, eerily quiet at all times.

"You think he's making some announcement about mutants?" whispered Gwen. "Maybe he saw the ones bothering Sophia?"

"Or maybe this is about the killer robots last week," Peter whispered back. "Or Venom, or – okay, the school gets attacked a lot."

"Good morning, Midtown High." It was at this point that the principal stepped up to the podium onstage. He was a chubby, bald, middle-aged kinda guy. Nothing remarkable about him. "Today we have a guest speaker." Except for his bright yellow snake eyes.

"_Gwen._" Peter grabbed her arm. "Something's wrong."

She spun her head his way. "What? How do you know?"

"My spider-sense is tingling."

"Your _what_ is _what?_"

"I've got precognition. It's one of my spider-powers."

"That's not a spider-power!"

"It's- Look, that's not important." Peter ducked out of his seat and hid by Gwen's legs. "I might need to change into costume. Let me know when the danger happens so everyone's distracted-"

The ceiling above the stage exploded.

"I think that's right now," said Gwen.

The auditorium filled with screams. Some of the brighter students immediately ran for the fire exits, but before they could make it a couple feet, the walls exploded, too. Steel pipes erupted from them, spewing sewage, and then twisted in front of the doors like a bunch of puking snakes.

Back on the stage, a certain red-and-purple, bucket-wearing supervillain descended in through the hole in the ceiling. He was accompanied by a swirling vortex of metal debris.

"Children are the future." The speakers from before must have been in there somewhere because Magneto sounded crystal clear over the shrieks. "But, regrettably, not all of you can be a part of that future. Consider this your day of judgment." As he spoke, a silver orb the size of a car followed him down the hole. It hovered above the crowd, then twisted, almost liquid-like, to reveal a ruby in its core. "The Cyttorak Gem is composed of a rare mineral that emits a special radiation. To humans, it's harmless. However, if one possesses a dormant X-Gene, it will be awakened and bolstered."

_Thwip_. A strand of webbing hit the ruby.

"Dude, that's cold," said Spider-Man from his spot on the far wall. "I can't even give my Pikachu a Thunder Stone."

Magneto's eyes passed straight through him. "In the coming days, many of you will develop your gifts. The Brotherhood will find you and give you the chance to join us. To those of you who do, welcome to the future. And to those of you who do not-"

"So when I punch your head, will it ring like a bell, or-?" Spidey pounced at his target, fists flailing... and was promptly sent flying across the room. He was pinned to the far wall by his wrists.

"To those of you who do not," Magneto said calmly, "you have my condolences."

What the-? Oh. Oh, poop. Spidey's web-shooters were metal. He probably should've thought this through.

You couldn't see it, but the students were getting exposed to all sorts of crazy radiation from the gem. But what could the Web-Head do about it? He could fire his shooters, except Magneto had left them pointed horizontally, so they wouldn't really do any good. Could Spidey free himself from them? Didn't people on TV sometimes break their wrists to escape handcuffs? Man, he was gonna have to break his wrists, wasn't he?

Spider-Man turned his head to Gwen. She was one of the students by the fire exit, and right now she was staring at Spidey in horror. The most he could give her was a reassuring shrug. Things could be worse. It didn't look like Magneto was attacking anyone. He was only hovering the metal-coated ruby around the crowd, making sure everyone got plenty of yummy radiation. The problem was, depending on how fast the gem worked its magic, Spidey might be dealing with the Fantastic Forty in a minute here.

How many of his classmates had dormant X-Genes? Spidey pictured Gwen with superpowers. That... kinda turned him on, to be honest. Then he pictured Flash Thompson with superpowers. That turned him back off.

Suddenly, a voice from the other side of the fire exit called out, "Everyone, stand back!" The horde of students obediently drew away from the pipes.

_Vwwm_.

There was a flash of red. The pipes burst into pieces, but the shrapnel froze in the air inches from the defenseless kids' faces. Into the room came the cavalry. They were a pair of heroes with matching blue and gold uniforms and a team emblem on their belts – a black "X" over a red circle. The guy had messy brown hair and a ruby vizor over his eyes, while the girl had flowing red hair poking out the back of her mask.

"Go, go, go!" The Dynamic Duo ushered the horde of kids out the exit. Redhead Girl pointed to the second fire exit across the room, which somehow caused the pipes blocking it to crumple up. Meanwhile, Grumpy Vizor Man aimed his eyes at Magneto. Old Bucket-head, however, made no effort to stop them. He simply hovered in the air, looking pleased with himself.

"Hey, Wonder Twins! Tag me in, tag me in!" With enough hollering, Spider-Man caught his co-heroes' attention.

"Spider-Man?" The girl floated towards him. He was guessing she had floaty-powers.

"Yep. And you're... Railroad-Crossing Girl?"

"We're the X-Men."

"Ah, so you're one of those 'porn parody' superheroes. Got it."

Railroad-Crossing Girl rolled her eyes. With a flick of her wrist, she caused Spidey's web-shooters to snap themselves open. He hit the ground with a thud.

"Well, that wasn't the _most_ emasculated I've ever been..." Spidey pulled himself to his feet, rubbing his wrists.

"What are those?" asked Railroad-Crossing Girl.

"What, these things?" Spidey tried to pry his shooters off the wall, but Magneto had stuck them tight. "They're my web-shooters."

"I thought your webs were-?"

"_Don't_." He turned back towards the stage, where Magneto was watching the students flooding out the room. "So are we gonna fight the bad guy, or...?"

"Let all the kids evacuate first," said Mr. Cool-Vizor. "Looks like Erik's letting them go." As he spoke, the last of the students fled the auditorium.

"I have no interest in petty violence," Magneto called out to him. "My work here is finished. Let the children go home. Once their powers manifest, the young mutants will come to me. They always do."

"You exposed the stone to _children_, you maniac!" Railroad-Crossing Girl yelled back. "Their powers are going to be uncontrollable! Do you honestly think that's going to _help_ mutants?"

"I suppose we'll soon find out, won't we?" Magneto began rising towards the ceiling-hole.

"Sorry, pal." But before Bucket-head could make it a couple feet, Spidey sprang across the room. "I've got this muscle disorder where I punch evil maniacs in the face. Nothing personal." He was _this_ close to landing a hit on the jerk, but then a steel beam from Magneto's vortex wrapped itself around Spidey's torso and squeezed like a boa constrictor.

"Spider-Man!" Mr. Magoo fired some kinda red laser out of his visor, but Magneto blocked it by throwing hunks of metal in the way. Great, just great. Spider-Man _had_ to get stuck with the stupid lame X-Man. Couldn't have had something useful like teleporting or phasing through matter. Nooooooo. Laser-eyes.

"Curious." Magneto levitated the beam closer, giving him a closer look at his captive spider. "I don't sense any more metal on you. Your powers are natural, then? Are you one of us?"

"If I say yes, will you stop crushing me to death?" Spidey's voice sounded a touch more strained than normal.

A smirk crossed Magneto's wrinkled old lips. "Why don't you join the Brotherhood? In Genosha, your heroism will be appreciated. You won't have to wear a mask."

"Sorry, my fans get upset if I take it off too much." Suddenly, Spidey gave a start. "Whoa, don't look now, but your bucket's floating!"

"What?" Magneto grabbed his head, but his helmet had already lifted itself out of his reach. He spun towards the seats, where Railroad-Crossing Girl was hovering. The helmet zoomed into her hand.

"That's enough." Her eyebrows quivered. "For future reference, if you want people to side with you, _don't smash the Statue of Liberty or attack a school._" She flourished her free arm.

Magneto clutched his head, groaned in pain, and then plummeted to the ground. All the metal in the auditorium promptly went dead.

"W-Was that it?" Now that the beam wasn't pushing back, Spidey burst out of it and took some deep breaths. "That wasn't so bad."

Railroad-Crossing girl shook her head. "Even without the helmet protecting him, his willpower's strong. I can't hold him forever."

Just then, the doors burst open and Captain Stacy ran into the room. "Let me take him."

"Stacy, nice of you to join-" He walked right past Spider-Man without so much as turning his way. "-us."

"What about his powers?" asked Vizor-face.

"Don't worry, we've got procedures in place to deal with superhumans." Before anyone else could get another word in, Captain Stacy hurried the unconscious Magneto out the fire exit.

As soon as they were gone, Spidey turned to his fellow superheroes. "Did that strike anyone else as a bit odd?"

Just then, the doors burst open and Captain Stacy ran into the room. This time he was accompanied by a SWAT team. "Where's Magneto?"

"With... you?" Spidey turned to the X-Men. All three of them groaned.

* * *

"I'm telling you, it had to be Chameleon!"

Ten minutes later, Spider-Man and the two X-Men were chilling out on the school rooftop. They'd searched everywhere, even had Railroad-Crossing Girl do a "psychic sweep of the vicinity" (whatever that meant), but Magneto and Captain Fakey were nowhere to be found.

Vizory McVizor shook his vizored head. "Magneto wouldn't work with a normal human. He must have a mutant with shapeshifting powers. It'd explain a lot."

"For the record, you two might wanna work on your secret identities." Spidey took a look over the X-Men. "I mean, a pair of mutants, one a redhead girl, and the other a guy with ruby eyewear? Gosh, I haven't the faintest clue who you are, _Scott_." He gave Captain Vizor a pointed look.

Railroad-Crossing Girl glared at Spidey (Scott might have been glaring, too, but it was hard to tell). "When we're in costume, we're Cyclops and Marvel Girl. How would you like it if _we_ blurted out _your_ real name... _Peter?_"

"Hey!" Spidey gave a start. "You can't trust everything you hear in internet dance remix videos!"

"I didn't watch the dance video," said Marvel Girl. "Well, I did, but that's not how I know. I read your mind."

"Oh, that is _so_ not cool!" Spidey clutched the sides of his head, as if that could keep her out.

"Don't worry, I didn't dig too deep. I only skimmed your thoughts." She gave an apologetic smile. "I had to make sure you were trustworthy. I didn't mean to learn your real name, but stuff like that jumps right to the front of people's minds. In fact, sometimes it's a little hard for me _not _to pick up on stray thoughts and-" The smile vanished. "Okay, I don't know who Mary Jane is, but I would never do that with _anyone_, so you can stop picturing it now."

"Wow, you really _can _read minds." Spider-Man let out an impressed whistle.

Marvel Girl scowled. "Seriously, _stop it_."

"Right, sorry..."

Gradually, her face went from furious to shocked to utterly bewildered. "Doctor Octopus in a speedo?"

Spidey gave a nonchalant shrug.

"If you know who we are, then you know we don't work for Magneto." If anything funny had just transpired, it'd gone right over Cyclops's head. Spidey was gonna go out on a limb and say he was the wet blanket of the team. "That girl you swung off with before... we only wanted to help her."

Spider-Man folded his arms. "Help her how, exactly?"

Cyclops and Marvel Girl traded hesitant glances. "We have a home for mutants," said Cyclops. "Somewhere they won't be persecuted, and somewhere safe from Magneto's Brotherhood."

"You're not indoctrinating mutants into your 'X-Men' team, are you?"

"Of course not," said Marvel Girl. "We're not like the Brotherhood. We're all about coexisting peacefully with humans. The only reason for the costumes and the codenames is so we can, well, do what you're doing. The police can't handle Magneto on their own."

"Besides," added Cyclops, "people need to see that mutants can be superheroes, too. Maybe the public will take to us the way they did the Fantastic Four and the Avengers."

Spider-Man shook his head. "That's what I said when I first started out, too, back when I was a younger, naïve spider who didn't know anyone with the initials 'JJJ.'"

"Well, we're not forcing every mutant to join the X-Men if that's what you're worried about." Marvel Girl stared at Magneto's helmet, which was still in her hands. "It's something a small handful of us volunteered for. In fact, most of the mutants we take in don't even know about the X-Men at all."

"So where do you keep all these mutants, anyways?" asked Spider-Man. "Hogwarts? Some kind of petting zoo?"

"We're secretive about it," said Cyclops, "but now that the public knows about mutants... Well, keep an eye on the TV. You'll know when we announce ourselves."

"And don't go around telling everyone about the X-Men," added Marvel Girl. "We won't give away your secret identity if you don't give away ours."

"Fair enough." Spidey took a deep breath. Alright, one last thing to get off his chest. "So, uh, out of curiosity, how do you tell if someone's a mutant or not?"

"We have a way," said Marvel Girl. "You're not one, for the record. We specifically checked."

"And what about all the kids who just got a dose of Magneto's rock?"

"The Cyttorak Gem." As he spoke, Cyclops retrieved said gem from his pocket. It was a jagged and pointy ruby, not cut all symmetrical like in cartoons. "It won't hurt them, but if any of those kids happened to be mutants – and statistics-wise, at least a few of them were – their X-Genes will activate sooner, and their powers will be stronger." His lip curled downwards. "All part of Magneto's 'evolution of mankind.' He'd probably planned on doing the same thing at every school in the country."

"Where'd Magneto get that thing, anyways?" asked Spider-Man.

"It's complicated." Marvel Girl gazed skywards. "The important thing is, if an X-Genes activates anywhere in the world, we'll know, and we'll be there to protect the newborn mutant from the Brotherhood."

Suddenly, out of nowhere, a big, black plane dropped out of the clouds.

"Whoa, what the-?"

"That's our ride." Marvel Girl levitated Cyclops into the air, and the two of them started drifting towards it.

"Wait a minute!" Spidey waved his arms frantically. "What if Magneto's cronies attack while you're gone?"

"We can track them, too," Cyclops called back down. "If they try anything, we'll be there. We only know a few Brotherhood members so far. There's Magneto's twin children, Quicksilver and Scarlet Witch, who have super speed and probability manipulation, and Toad, who-"

"-is a toad, I know," said Spidey. "We've met. One last thing." Beneath the mask, he shut his eyes. "Could you check to see if another person's a mutant? A girl named Gwen Stacy?"

"Sorry." Marvel Girl shook her head. "We can't know for sure until the X-Gene activates. Now goodbye, Spider-Man. Thanks for the help." And with that, the pair of X-Men boarded their jet and zoomed off.

Spider-Man watched them shrink on the horizon. "_I_ want a plane..."

* * *

"X-Men? That sounds like something from a porno."

"I know, right?"

Currently, Peter and Gwen were resting on the sofa in the Stacy family living room. School had been called off yet again due to supervillain attacks, but this time it was only for the rest of the day given no one was actually injured (besides Spider-Man, of course). If Midtown High canceled classes for the week every time a supervillain attacked, nobody would graduate ever again.

"Well, I'm glad to hear not all mutants are criminals, but..." Gwen rested her head on Peter's shoulder, watching the TV with half-lidded eyes. "...it's kinda scary, isn't it? That any kid could wake up one day with weird powers. Happened to Sophia, right? That thing Magneto had... Do you think it'll really activate X-Genes? I mean, we don't know how many mutants there are in the world. We don't know where the gene comes from. For all we know, I could start spewing lava any second now."

"I wouldn't worry about it." Peter stroked her hair. "If something dangerous is about to happen, I'll know."

"With your spider-sense?"

"Right."

Gwen laughed. "Any other 'spider' powers I ought to know about? Spider-flight? Spider-invisibility?"

"Nope. At least not as far as I know..." Peter feigned looking thoughtful. "Hmm, maybe I do have an extra power to two, and I just haven't figured out how to use them. Guess it'll stay a mystery forever."

Gwen laughed again, but her face quickly grew sullen.

"Gwen? You okay?"

"I..." She sighed. "I really hope I'm not a mutant, that's all."

"Even if you are a mutant, it depends on what powers you get," said Peter. "I mean, on one hand, Sophia's animal-talking powers sound awesome. On the other hand... I don't envy Toad."

"It's not just that," said Gwen. "People like you get powers from a laboratory. Mutants are natural. What if Magneto's right and mutants are the next step in human evolution or something?"

Peter took this in silently for a moment. "You know, I'm not sure it matters. When Uncle Ben gave me his spill, he didn't know I had super powers. He thought I was a regular kid. 'Great power' is relative, right? You've gotta be responsible with however much power you happen to have."

"But don't you think there's such a thing as too much power?" Gwen sat up to meet his eyes. "Do you think _everyone_ with super powers needs to fight crime?"

Peter fidgeted in his seat. "I don't know. Not every super power's meant for fighting, right? Like, Sophia could probably do more good helping animal shelters than sending pigeons down on purse snatchers. It's just that with spider-powers, my options are kinda limited."

"I guess you're right." Gwen ruffled his hair. "Are you ever going to retire?"

"Maybe once Tombstone's behind bars and supervillains stop attacking the city every other day."

"You sound like my dad." She gave him a wistful smile. "Just be careful, okay? You were completely out of your depth against Magneto. If the X-Men hadn't shown up..."

"Hey, Gwen?" Peter put his hand over hers. "You don't have to worry about me. I'm _Spider-Man_."

Gwen laughed in spite of herself. "Does the word 'hubris' mean anything to you?"

Their faces were just starting to inch closer together when the news broke their attention.

"-that I am a mutant."

"Wha-?" Peter's head snapped towards the TV. "Oh, look, someone else is coming out as a mutant."

Onscreen was an old bald guy in a suit. He was at the head of what appeared to be a press conference by the front gates of a mansion, and he was sitting in a wheelchair – the regular kind, not the "transforms into a Spider-Slayer" kind. Presumably.

"It is my dream that humans and mutants will peacefully coexist." His voice almost reminded Peter of Magneto's, only softer. It was every bit as authoritative, but it was also gentle, somehow. "Erik Lehnsherr, the man the media has dubbed 'Magneto,' has revealed the existence of mutants to the public in a hostile and reprehensible manner. I want the mutants of the world to know that Erik is an extremist, I want them to know that his is not the only path, and I especially want them to know that the doors of my school are open, and that they will be safe here."

"Who is that guy?" asked Gwen.

"No idea." Peter reached down to pick up Gwen's hot pink laptop off the rug. "Let's find out." He typed in a couple words, then frowned. "I'm not seeing anything.

"Really?" Gwen peeped over his shoulder. Her jaw dropped. "What are you _doing?_"

Peter blinked. "Using a search engine?"

Gwen rolled her eyes. "Bing, Peter? Really? Just use Google like a normal person!"

"Okay, okay, I don't know computers. Sorry, geez."

"You're, like, the second smartest kid in our class. How do you not know computers?"

"Well..." Peter's face flushed. "I'm not exactly in the income bracket of the typical computer owner. I usually use the one at the library or the Bugle for-"

"_Oh my God, is that Internet Explorer?_" It was at this point that Gwen yanked her laptop from Peter's incompetent hands.

"Why is this more emasculating than Magneto pinning me to the wall?"

"Here." Gwen found a relevant article after about two seconds of Googling. "He's Charles Xavier. His Wikipedia page came right up when I searched for 'bald mutant wheelchair guy.' Hmm..." Beneath her glasses, Gwen's eyes skimmed the screen. "It says he's a genius billionaire psychologist geneticist."

"Really?" Peter returned his attention to the TV.

"Yeah. Apparently he runs a school, too."

"Hmm."

Back onscreen, a reporter was saying, "So you can read minds?"

"That's correct." A tinge of amusement crossed Xavier's eyes. "For instance, I know you're thinking about what kind of burger you'll order once you leave here." This earned a chuckle from the crowd. "I'm actually one of many mutant telepaths, though I'm the most powerful as far as I know."

"But how do we know you or one of these other telepaths running around won't abuse that power?"

The twinkle vanished. "That's the crux of the issue. You don't."

* * *

Sophia felt empty. After much deliberation, she'd decided she couldn't afford to miss another day of school. Hopefully, no one would notice her again. Sophia had done her hair differently, she's put totally different jewelry in her ears, and – and this was the one that made her feel empty – she'd politely asked all the animals around the school to stay away from her today.

Sophia sat at a completely different picnic table at the exact opposite end of the school from her usual hangout. Peter and Gwen wouldn't be able to find her, but oh well, that'd probably just make people recognize her, anyways. Sophia let out a heavy sigh. Nobody had given her any trouble so far. Everything was fine, except that it was way too quiet.

"_...__mutant._"

And then the whispers started. In retrospect, the quiet didn't seem that bad.

"_...that the animal girl?_"

"_Yeah, pretty sure that's her._"

"_Sally said she uses her animal-control powers to rob stores._"

"_You think she's in league with Magneto?_"

"_I dunno, probably._"

"_Hate that guy. He almost killed me yesterday._"

"_Seriously? That dumb mutie's really showing her face here after what happened?_"

That did it. Sophia sprang from her seat and stormed across the yard, straight towards the post where a teacher was standing guard. But the words hit Sophia's ears before she could even get close.

"Yes, I'd like to report a disturbance in the side yard," the teacher was saying into her walkie-talkie. "There's a mutant here – she's been attracting wild animals, and it's disrupting the other students."

No. Sophia stumbled back. No, no, no. This coudn't be happening. Who had the teacher called? Was someone coming for her? Somehow, before she was even aware of herself, Sophia was staring down the mob. "Will all of you please _stop?_"

Every last whisper came to a halt at once. Sophia blinked in surprise. The mob hadn't just stopped – it'd frozen in place, paralyzed. Sophia waved a hand in front of a random girl's eyes, but they remained glassy. Wait... that could only mean one thing.

"Chat," said a voice.

A shiver ran down her spine. Slowly, her gut filling with dread, Sophia turned around. Standing across the courtyard was a gorgeous girl. She had flowing, golden hair, an equally flowing white cape, and a combination of leggings, thong, and corset all so small and so tight that they'd make the wildest of sorority girls say, "Whoa, put some clothes on!" The girl looked only a year or two older than Sophia. Barely legal.

This couldn't be happening. That face... That smug little face Sophia had sworn to never see again. She was here, right in front of Sophia, plain as day.

"Chat." Emma took a step closer. "I've finally found you."

"_Stay away from me!_" She tried to bolt, but Emma waved a hand, and suddenly Sophia's legs weren't responding to her brain. She toppled over into the grass.

"Why did you run away from me?" Emma gave her such a piteous look that Sophia was instantly overwhelmed with guilt- _No! _The emotions weren't real! It was a trick! "All I ever wanted was to protect you. You hurt me." She held out a hand. "I really do love you, you know. I mean that."

Sophia let out an indignant laugh. "Newsflash, Emma. People generally don't _brainwash _their loved ones!"

"Brainwash?" Emma smiled innocently. "That's such an ugly word, Chat. Think of it more like... making our minds one."

"You are _so _full of crap!" spat Sophia. "You know, at first I actually thought you cared about me, but you were twisting my thoughts from day one, weren't you? Making me steal stuff to satisfy your kleptomania. Turning me into your puppet. And if you ever went too far, you'd just erase my memories and start all o-" She stopped mid-sentence. "Emma?" Chat blinked a couple times, then clutched her forehead. "Wh-What was I saying?"

"Nothing, sweetheart." Her White Queen helped Chat to her feet. "Come on, let's go home."

* * *

**_Fun Fact:_ Professor X's Wikipedia article really is the first thing that comes up when you Google "bald mutant wheelchair guy." It's true. Try it for yourself.**


	11. Heredity

"_Do not approach walls or door, or tranquilizing gas will be released to immobilize Allan, comma, Mark_."

A chorus of "WE KNOW!" rang out from the adjacent cells. An awful rhinoceros-person and an awful scorpion-person shot envious glares at the cell between them. The door whirred open, and the man inside was led out at gunpoint by a small army of guards. There was no animal-themed armor on this one. Instead, his skin appeared to be solid gold. The only clothing he wore was charred scraps of cloth that might have once been an orange prison jumpsuit.

Mark gave them a questioning look.

"Visitation." The head guard shoved a barrel in his face. It reeked of tranq gas. "This is a privilege for good behavior, freak. Try anything, and you'll never leave that cell again."

Mark's only reply was a grunt.

The guards led him down the winding halls until they reached a room at the far edge of the Vault. Like every room in here, it was lined with reinforced steel, and the window was no doubt equally indestructible, courtesy of Oscorp craftsmanship. Mark seated himself in a chair, then reached for the phone on the wall. After a tense couple seconds in which it didn't melt, he brought the phone to his ear.

"Hi, Mark." Liz smiled at him through the glass. "How's life treating you?"

"About as well as I can expect," he said dully. "I finally burned out a couple days ago, so I'm not spewing fire anymore."

Liz's face lit up. "So they're moving you to the normal cells?"

Mark shook his head. "They can't. I've still got super strength. I could bust out."

"Oh. Well, are they any closer to fixing you?"

"I bet." He let out a huff. "It's a lot easier to just lock me up and throw away the key, but yeah, I'm sure they've got their brightest minds working on that cure."

Liz scowled. "Don't talk like that."

"Sorry." Mark's fingers strummed against the countertop. There was a _clink, clink, clink_ of metal hitting metal. "I take it they still haven't found the Goblin's switch?"

She shook her head.

"Of course they haven't. You know, I think he left my armor turned on just for kicks." Mark laughed dryly. "Then the creep had to go and blow himself up. Now I'm stuck this way forever."

"It's not fair!" Liz's fist smashed against the glass – which didn't even leave a dent. "They can't keep you here! You have rights! What about that Pym guy? Wasn't he raising a big stink about the ethical treatment of super-criminals?"

Mark nodded. "Yeah, I hear he's going around all the supervillain prisons. He actually came by to study us once. Tried to use his Ant-Man shrinky-dink powers to shrink us out of our subdermal armor, but it's fused to our skin, so... it didn't go too well. You shoulda seen it. Rhino was crying for his mama."

"Wow, that's really... something." Liz made a failed attempt to smile. "So, uh..." She glanced away. "Wanna talk to MJ?"

Mark gave a start. "MJ? Here?"

On the other side of the glass, Liz left her chair and was replaced by a certain redhead. Mary Jane took the phone from Liz's hand and gave Mark a more successful attempt at smiling. "Hey, Tiger. Miss me?"

"MJ, you..." He shut his eyes, sat up in his seat, and took a deep breath. "You didn't have to come see me."

"Of course I did," said Mary Jane. "I care about you."

"Yeah, well, I don't want you waiting for me or anything. Move on with your life. Guy with burning gold skin who spews fire isn't exactly an ideal boyfriend."

MJ glared at him. "Does that mean I'm not allowed to care about your well-being? You made a mistake, and you got screwed over. It's not your fault, Mark. Besides-" She gave a little smirk. "-we were supposed to be the couple who _didn't _get caught up in romance drama, remember?"

Mark turned away. "I care about you, too, but... we're not a couple. I'm sorry. You deserve better than me."

For the slightest of seconds, MJ's face tightened, but it quickly returned to its usual coolness. "Okay. If that's how you want it to be." She handed the phone back to Liz.

"Heard about the school getting attacked," said Mark. "Robots and mutants all in the same month. Isn't that crazy?"

"I know." Liz's brow creased. "Like, what's the world coming to? First that octopus-person grabs me at Coney Island, then some mad scientist turns you into a golden fire thing-"

"Molten Man."

"-and then that mutant terrorist bursts through the school roof and shoves some kinda radioactive rock right in my face."

At this, Mark jolted. "Wait, what?"

"Don't worry. I went to the doctor, and he said I was fine." Liz shrugged. "I think that Magneto guy's just nuts. Anyways, did you notice Spider-Man's been there, like, every single time this stuff happens? People say he goes to our school." She laughed. "There was this really stupid rumor going around that he was Peter."

"Parker?" Mark laughed, too. "Trust me, if Spider-Man was half as scrawny as that kid, I'd have fried him."

"Yeah. And then there was this other rumor that Flash was Spider-Man, but I think Flash started that one himself."

Just then, a guard prodded Mark with his gun barrel. "Wrap it up. You gotta go back soon."

Mark rolled his eyes, then gave Liz an apologetic smile. "Guess this is goodbye. Thanks for coming to see me again, and tell MJ there's no hard feelings."

"Bye. Here's hoping they find a cure." Liz pressed her palm against the glass.

"See ya." Mark did likewise.

_Hssssss. _A burning smell filled the air, causing both siblings to cry out and tumble backwards. There was now a black handprint on the glass.

"_Hey!_" yelled a guard.

"Wait, I didn't-" Mark spun around, but before he could get another word in, he got a faceful of gas.

"Stop it! It was an accident! He didn't hurt anyone!" Liz pounded the glass with all her might, but she could do nothing but watch helplessly as the guards dragged her brother away. "Ugh. _Pendejos_." She made for the door. "C'mon, MJ, let's get out of here."

"Um, Liz..." Mary Jane, however, was busy staring at the black handprint. "That's, like, super-thick reinforced glass, right?"

Liz gave her a look. "Yeah, so?"

MJ swallowed. "I, err, I don't think that burn is on _Mark's_ side of it."

* * *

"Look at that one!" Chat pointed out a passerby – a bald, tubby, mustachioed man trying his hardest to balance three scoops of ice cream on his cone. "He looks like a walrus!" She and Emma burst into yet another fit of giggles.

This was so nice, Chat almost felt lightheaded. She and Emma walking through the shopping mall, mercilessly mocking passerby, just like old times. Why on earth hadn't Chat seen Emma in so long? Emma was the greatest person in the world.

"Ugh, look at you." Emma wrinkled her nose, her eyes lingering on Chat's ratty old t-shirt. "You reek."

Chat gave a wry smile. "Yeah, that's what happens when every animal for miles flocks to you."

"It reminds me of when I first found you." Emma's silver lips twisted upwards. "Remember that? You were covered in filth, sleeping on park benches..."

"Yeah, I remember. I had a bad fight with my sister." Chat took Emma's hand in hers. "And then you took me in."

Emma smiled at her, then turned to a store window. "Look at that." She pointed out a stark black dress. "Wouldn't that be pretty on you? I mean, anything's better than looking like you dressed yourself at a Goodwill."

Chat faltered. "I, uh, can't exactly afford..." Her voice trailed off as she caught the look on Emma's face. "Yeah, right. Duh." Chat raised her head. Above them was a skylight that still had a Scorpion-shaped hole in it. _Hey, um, can anyone help me?_

A flock of pigeons obediently descended into the mall and swarmed Chat's arms and shoulders. This turned a few heads the girls' way.

"Don't worry, I'll make sure they all forget this," said Emma.

"Then why don't you just steal the dress yourself?" asked Chat.

"I wanted to see you do it. For old time's sake."

The birds cocked their heads. _What do you need, Chat?_ they asked in unison.

Somewhat reluctantly, Chat pointed it out. _That dress_.

Without another word, the birds fluttered off into the store.

"That's incredible." Emma watched them with utter fascination. "My telepathy doesn't work on animals at all, and yours _only_ works on animals." She squeezed Chat's hand tighter. "It's like we complete each other."

"Yeah." A minute later, the birds dropped the dress into Chat's hands. She felt uneasy, somehow, but she couldn't put her finger on it – or rather, every time Chat thought she'd put her finger on it, it slipped her mind again. "Hey, Emma?" she said aloud. "Don't you think, I don't know, we shouldn't be taking this stuff? I mean, just because you can get away with something doesn't mean it's okay."

Emma only laughed. "You're too modest. It's cute." She met Chat's eyes. "You've never understood – we're mutants. _Homo superior_. We don't owe these humans anything. Things will be different on Genosha. We'll be among equals."

Chat took this in silently. "Is it nice there?"

Emma nodded. "We'll have a life there. You'll see."

Chat's brow creased. "And... and what about my sister? What about my friends at school?" Weird. That seemed like a simple enough thought, but articulating it was like wading through quicksand.

"You'll make new friends," said Emma. "You worry too much."

One of the pigeons landed on Chat's shoulder. _Chat_, it said, _that girl with you, the one who does__n't__ wear much clothing... I thought you said you __hated__ her?_

Chat stared at the dress in her hands. _No,_ she said. _I love her._ _I think._

* * *

"Sophia Sanduval? She hasn't attended my classes in days." Aaron Warren – Miles Warren's considerably less skeevy brother – was busy grading papers, but he glanced up to give Peter and Gwen a concerned look. "I called her home, but no one answered."

"Thanks anyways, sir." Gwen shook her head in defeat, and then both boyfriend and girlfriend slinked out the classroom and back into the hall.

"Well, this is just peachy," said Peter. "Figures Sophia would up and vanish right after that Xavier guy announced his mutant-tolerant school where she'd be totally safe. Maybe she already saw it and ran there without telling us?"

"Yeah." Gwen fiddled with her glasses. "Or maybe Magneto's Brotherhood grabbed her."

"Well, no one answered the door to her apartment. I swung around Manhattan, like, three times, and there was no sign of her. I ended up asking random pigeons and squirrels if they'd seen her. It was as sad as it sounds."

Peter would've kept ranting, except once they reached Gwen's locker, they found someone waiting for them.

"Hey, there." Mary Jane gave them a strained smile. "Mind if I talk to you two lovers for a minute? It's important."

"What's up?" asked Gwen.

MJ glanced around, checking for eavesdroppers, then said, "I've seen you hanging out with that mutant girl with the animal powers. I take it you're not the torch-and-pitchforks, 'mutants will overthrow humanity' types?"

"Don't worry," said Peter. "I know it's hard to believe, but deep down we're actually decent human beings. Why, what does-? _Wait_." His eyes went wide. "Magneto's gem... Are _you_ a mutant?"

Mary Jane laughed. "Sorry to disappoint you, Tiger. It's not _me_..."

* * *

Liz curled herself into the fetal position. She ought to have been shivering like mad – she'd just doused herself in ice cold water, after all – but she was actually burning up. Liz stared at the shower drain, watching the last few droplets turn to steam. She'd never seen anything like it. An entire bathtub of water, all vaporized. Now it was like a sauna in here. She had to take her clothes off. They'd been soaking wet a minute ago, but now they felt like they were fresh out of the dryer. They could catch fire any second.

Liz's lungs were fixing to burst from breathing too fast. Why had she gone back to her house? Mark had burned a whole building to the ground with _his_ powers! How could she be so stupid? And soon her dad would be home. If he found out _both _his kids were freaks...

Tongues of flame flickered out Liz's palms like Bunsen burners. She cried out and stumbled for the faucet, but before Liz could reach it, the shower curtain was already blazing. The next thing she knew, Liz was screaming for all she was worth.

"Liz Allan?" The bathroom door was kicked down, and a stranger burst into the room. Liz crawled into the corner of the tub, shrieking even louder. "Don't move. I'm here."

She could barely make out the stranger through the smoke, but... he looked transparent. Like a ghost.

* * *

The trio of Peter, Gwen, and MJ stopped at the Allan household doorstep, waiting for Liz to let them in. Peter had visited Liz's apartment less often than he probably should have given their, y'know, history together. Really, just the thought of Liz was enough to make Peter cringe with guilt, but fire powers trump relationship drama, so here he was.

Peter turned to MJ. "Why'd you go to me and Gwen again? Haven't you told any adults?"

MJ shook her head. "You know how people get about mutants. I was hoping you could bring Liz to the ESU labs. They helped that Electro guy there, right?"

Gwen's eyes met the welcome mat. "They _tried_ to..."

Suddenly, a shrill scream hit their ears. It was coming, naturally, from inside.

"_Oh God__._" MJ stumbled backwards, her eyes wide with horror. "What if she's lit herself on fire?"

"Call the fire department!" Peter turned tail and dashed down the hall.

"Wait, where are you going?" MJ called after him.

"To find a fire hydrant!"

"_What?_"

"_Notimeforquestionsgottago!_" Peter rounded the corner and vanished from sight.

MJ turned to Gwen, her jaw hanging open.

"He, um, gets a little loopy under stress," said Gwen.

* * *

This felt weird. Liz wasn't some fire-spitting superhuman, she was _Liz!_ Oy, mixing his superhero and civilians lives made Spidey dizzy.

Spider-Man climbed in through the apartment window. Pushing past Gwen and MJ to get inside would probably be making things a little _too _obvious. He just hoped he wasn't too late. If he let Liz burn to death because he didn't want to give up his secret identity, Peter was going to hate himself forever. Spidey raced through the apartment, frantically searching for the source of the screams. His web-fluid could extinguish fires in a snap, but only small ones. If he took too long...

Spidey breathed a big sigh of relief when he burst into the bathroom to find Liz _not_ extra-crispy – though there were some pretty thick pillars of fire erupting from her hands. The more pressing issue, however, was the person standing before Liz as she kneeled over in the shower. Or rather, the person-shaped hunk of ice.

"I've seen enough _Psycho _to know where this is going!" Spider-Man immediately clonked Frosty in the head. "Let the lady shower in peace!"

"Dude, what are you-? Quit it!" Before Spidey could land another blow, there was a sheet of ice blocking his way. "I'm an X-Man!" Frosty pointed to the black bandana tied around his head – his only article of clothing not currently covered in ice. It had the same "black X over red circle" logo as Cyclops's and Marvel Girl's belts.

"That doesn't prove anything." Spidey brought a hand to his chin. "The Brotherhood can be pretty sneaky..."

"They're not that smart."

"Point taken. Sorry. Guess I'm more used to bumping into supervillains than superheroes."

"It's cool."

"Ba-dum _tish_."

"You hear that, Liz?" Frosty turned back towards the shower, where Liz was still huddling (and fully clothed, you pervert). "I'm a superhero, Iceman. I'm not with Magneto or anything."

"How do you know my name?" Liz's flames fluttered in time with her voice.

"Professor X tracked you down with Cerebro," said Iceman. "It's a, uh, psychic thingy. Look, we don't usually do home invasions, but your powers are too dangerous. You can thank the Cyttorak Gem for that."

"I don't know what any of that means!" Little puffs of fire shot out Liz's nostrils. "Leave me alone!" She curled herself into the tiniest ball she could.

"Really? You want me to leave?" Iceman rolled his frost-covered eyes. "You're spewing fire. Why do you think the X-Men sent _me?_ Do you _want_ your apartment to burn down?"

"Shut up!" Great, now Liz was hyperventilating. "Just shut up and leave me alone!"

Iceman gave Spider-Man a sour look. "She's taking this well."

"Liz, listen to me." Spidey stepped forward. His words seemed to calm her – as they darn well ought to. Spider-Man had saved Liz's life from the clutches of Doctor Octopus. He'd earned her respect. "I know your new powers are freaky and hard to control, and I know it's scary, but you have to calm down. Y'know, Iceman here had the exact same problem when he first got his powers." He put a hand on the shoulder of his fellow hero. "He couldn't control them, and he almost hurt people, and then he ran away and climbed a mountain and sang an award-winning song that-"

"You know, that joke was really funny the first twenty times I heard it," Iceman deadpanned.

"Sorry."

Okay, there went the last few traces of respect. "Are you _cracking jokes?_" snapped Liz.

"No, no, I'm sorry!" Spidey said hurriedly. "I'm just trying to lighten the mood. I mean, I think you're freaking out, and that's making your powers act up-"

"Freaking out?" repeated Liz, rising to her feet. "_Freaking out?_ You've seen my brother! This can't be controlled! I'm going to _burn everything!_" Her eyes turned pure orange.

Spidey and Icey traded glances. "That can't be good," said Spidey.

The next instant, Liz really did catch fire.

Pure chaos. That was the only was to describe the proceeding seconds. There was shrieking and bathroom appliances catching fire and ice and web-fluid shooting every which way, and the next thing anyone knew, Liz had dived out the window, her entire body burning, and zoomed off over the horizon.

"You were right." Iceman hurriedly put out the last of the flames on the bathroom rug, then made for the window. "Definitely not good."

"Is she flying?" Spidey let out a whistle as he watched her shrink in the distance. "Molten Man couldn't fly."

"Yeah, she's gone full 'flame on,'" said Iceman. "Lucky for us, she's not the only one who can get airborne."

"Ooh! Ooh!" Spidey sounded giddy as a schoolgirl. "Do I get to ride in the jet?"

* * *

Spider-Man kept his arms firmly around Iceman's waist as they sped down his constantly-generated stream of ice, skyscrapers whizzing past their heads. Spidey grumbled something unintelligible under his breath.

Iceman gave him a look. "What? I'm, like, sixteen. They don't let me fly that thing."

"Yeah, well... _I_ get to fly the Spider-Jet all the time, whenever I want."

"Uh huh."

Spidey grumbled something else that sounded an awful lot like, "Stupid rich superheroes..."

The next few minutes passed in silence as Iceman carried them deeper into Midtown, following the telltale trail of smoke and burning-clothes smell Liz left in her wake.

"You know," Iceman suddenly said, "we'd make a cute couple."

"Whoa!" Spidey nearly fell off the ice and splatted to the pavement below. "Dude, I know I'm called the Web-_Swinger_, but I don't-"

"Not you," snorted Iceman. "Her. Think about it. Fire and ice. Isn't that perfect?"

Peter hoped his dry stare was evident through the mask. "Really? You're really thinking about your dating life right now?"

"You were the one making stupid quips when she thought she was gonna burn her apartment down."

"Touché. And to be fair, Liz _is_ pretty hot-"

"You are one bad joke away from having an icicle stuck where the sun don't shine."

"-_pun not intended_. But a word of friendly advice, don't keep your secret identity from her, and if you break up with her, make sure everyone knows _you _broke up with _her_, because she will-"

"Wait, there she is!" Iceman dropped them off in the middle of the street. Liz, apparently, had crash-landed in front of an arcade, and now she was back in the fetal position, gradually melting herself a nice big crater to hide in. "Liz, listen to me! You have to calm down! Professor X can teach you to control your powers! If you don't come with me, you'll put everyone here in danger!" He gestured to the passerby, who were busy fleeing in horror (or, like, mild discomfort, really. This was just another Tuesday in New York City).

Liz resumed her ragged breathing. "What- What's happening to me?" She stared at her own hands. By now, the last of her clothes had burned up, but luckily her nudity was covered by both the thick flames and her golden skin. Looked like moltenness ran in the family – she was the spitting image of her brother.

"You haven't figured it out yet?" As he spoke, Iceman waved his hands around, summoning some vapors to stop the flames from spreading. "You're a mutant. Your X-Gene must have been dormant, and then Magneto's ruby woke it up and made it stronger than ever."

"But- But my brother!" Liz blathered. "He's not a mutant, and he has the same-"

"Yeah, that happens," said Iceman. "We don't really know how the X-Gene decides what powers to give you, but sometimes it'll pick something from the environment."

"What were _you_ doing when yours activated, then?" asked Spider-Man. "Making snow angels?"

"Funny story, actually. I was getting some chicken nuggets from the freezer when- _Agh!_" Iceman couldn't finish that sentence because he was hit by a laser-beam.

"What the-?" Spidey and friends spun around to find themselves being stared down by... a horde of little green men.

"Prepare for termination, Earthlings!" The head alien aimed his ray-gun at Spidey's face.

"_Qu__é__ CO__Ñ__O?_" This, apparently, was enough to break Liz from her stupor. She pounced to her feet, her jaw dropping at the sight before her.

"Great. These better not be more of the Professor's ex-girlfriends." Iceman shot some icicles at them, but upon collision, the aliens vanished in a burst of light. "Wait a minute." His eyes narrowed. "I recognize those things. They're the villains from _Space Wackos __3_."

"Rawr!" Suddenly, where the aliens had stood a moment ago, there appeared a giant, ax-weilding orc.

"And that one's from _World of Battlecraft_," said Spider-Man.

"That's right, Wall-Crawler," said a high-pitched, adolescent voice. Spidey, Icey, and Liz spun around to find someone standing at the mouth of the arcade. He was decked out in a skintight spandex one-piece, not unlike Spidey's, only this one was bluish-white with a pair of lightning-bolt ears, pointy red eyes, and a pixelated "V" on the chest. "With my incredible power, any video game character can come to life and obey my every order. And the first thing I'll have them do is eliminate _you!_" He pointed a dramatic finger at Spidey. "With your death under my belt, I'll rise to the top of the criminal underworld." He struck a pose. "Though the world may mock Francis Byte, the timid teenager, it will soon marvel at the awesome might of... _Videoman!_"

"Dude." Spider-Man held out his hands. "You get literally the most awesome superpowers ever, and _this_ is the best thing you can think to do with them? Go rent a copy of _Tomb Raider_, have a party. Seriously."

"Silence!" Videoman made another dramatic flourish. "Bloodthirst Deathbringer, kill Spider-Man and his stupid friends!" The orc obediently lunged forward.

Spidey's spider-sense didn't even tingle. He pounced into the air and gave the orc a swift kick, causing it to vanish in a burst of light.

"Hey, evil genius?" Iceman chased Videoman into the arcade – it was one of those walk-in kinds with no door. "I think your video game characters are just astral projections."

"Maybe so, but do you think that will keep you from catching PAC-MAN FEVER?" Videoman grabbed an arcade cabinet, causing a flock of ghosts to erupt out.

"God, I hope Fox News doesn't hear about this." Spidey pushed past the fleeing gamers inside so that he could punch the illusory ghosts back into non-existence.

"Don't worry, arachnid, you won't be seeing tomorrow's headlines!" Suddenly, a fleet of space invaders was zooming at Spidey's head.

"_Look out!_" But they were disintegrated by a blast of fire. Spidey turned to find Liz at his side. "You okay?"

"Yeah," said Spider-Man breathlessly, "I'm just glad he didn't pick _Custer's Revenge_."

The trio of Spider-Man, Iceman, and, uh, Molten Woman (They'd think of a snappier name later) advanced towards Videoman in unison.

"S-Stay away!" Videoman backed himself into a corner. The only cabinet in reach was _Q*bert_, which probably wouldn't be much help in combat. Well, maybe that purple snake could... Nah.

Needless to say, a couple minutes later, Spider-Man and his friends were outside the arcade with a webbed-up Videoman in tow.

"Liz?" Iceman put a hand on her golden arm – which produced a hefty amount of steam. "Did having a villain to fight help you control your powers any better?"

"I- I think so." Liz formed a tongue of flame in her palm, then, almost experimentally, made it vanish.

"That's how it was for me, too." Iceman smiled at her. "C'mon, Professor X is a mutant expert. If he can't teach you to control your powers, no one can."

"Can he get rid of them?" asked Liz.

Iceman shook his head. "Sorry. Even if he could, he wouldn't. He's kind of an... idealist. You'll see."

"Hey, guys?" Spidey gave an anxious glance towards the red and blue lights growing over the horizon. "This is usually the part where I swing away. The police captain likes me, but I don't think every other officer feels so warm and fuzzy."

Iceman grinned. "Don't worry. I see an escape route." He pointed up.

Spidey and Liz tilted their heads skywards to find a black jet descending from the clouds.

"Finally!" Spider-Man fist-pumped. "Dibs on the window seat!"

* * *

"It's against the natural order o' things, I tell ya." Sally picked at her salad while Rand sucked down his soda. He was making a concentrated effort not to cringe every time her voice hit his ears. "It was bad enough that Liz and Flash are into geeks, but now we've got these mutant people running around. Like, what's up with that? Shouldn't, like, the police be doing something to keep them off the streets?" She gestured to the various passerby in the mall's food court. "The mutants, I mean. Not the geeks. Although..."

Rand slurped as hard as he could. He'd actually finished his drink a while ago, but if he slurped hard enough, it sort of drowned out Sally's voice. He was waiting for her to run out of air. In fact, he'd been waiting since the day they met.

"It's just not fair, y'know? They've canceled cheer practice, like, all month thanks to that magnet guy smashing the roof. What am I supposed to do with myself now?"

"Well, I-"

"And Liz has up and vanished! We were supposed to hang out after class, and she totally stood me up. She never gets sick! Where could she possibly be? She'd better not be pregnant with Puny Parker's baby or somethin'. Oh God, that's exactly what's happen-"

"_Sally_." Okay, it was clear Rand wasn't about to get an opening. Best to just blurt it out. "I'm breaking up with you."

"Wait, what?" _That _got her to shut up. "Buh- Buh- But why?"

"I don't know," said Rand, sitting up straighter, "maybe because every time we hang out together, all we ever talk about is you, you, you, you. I gave you more than enough of a chance. I have been _beyond _patient, but newsflash, Sally, a relationship takes _two _people."

"Randy, no!" Sally reached across the table for his arm, but Rand pulled away. "Look, I'm sorry, okay? I didn't mean to tick you off. You're my man."

Rand snorted. "Go find another football player. We're all the same to you."

"_Excuse me?_" Sally sprang to her feet.

Rand folded his arms. His voice was the exact opposite of hers. "When have you ever cared about me as a person? All you do is hang off my arm and parade me around in front of your friends. You know, that might get you popular in high school, but in the real world-"

"You sound like my ma!" If Sally had been loud before, now she was audible from the other side of the mall. "Whatever. I don't know why I wanted to date such a jerk in the first place." She stormed off, but not before purposefully flipping her salad bowl over. "I'm goin' home."

"While you're there, maybe try growing up a little!" Rand called after her.

She was gone. Finally. Rand took some deep breaths. All this time, he'd felt like a shaken soda bottle, and now he'd finally let off some pressure. One of these days, he really needed to stop dating the first girl who made eyes at him.

"Okay, I'm not gonna lie," said a voice. "That was the greatest thing I've seen all week."

Rand looked over his shoulder. The owner of the voice was a girl sitting at the table behind him. She was mixed race, maybe a year or two older than Sally, and breathtakingly pretty. But something about her looked much less... _artificial _than Sally. Her makeup was considerably more reigned in, and her hair color looked natural. Somehow, her outfit seemed both more expensive and less flashy than Sally's (in the rare instance Sally wasn't wearing her cheerleader uniform, anyways).

Rand had to force himself not to stare. "Oh, uh, hi. Guess you heard us?"

"Don't look so ashamed of yourself." The girl flashed him a smile. She had the kind of teeth Rand had thought only existed on magazine covers. "She sounded like she needed to hear that."

"Yeah." Rand glanced back at the mall exit, but Sally was already long gone. "She really did. She's kind of a b-"

"Bleached blonde high school cheerleader?"

"Yeah. That's what I was gonna say." Rand found himself laughing. "I'm, uh, I'm Rand, by the way."

"Janice." The girl extended a hand. "Can I buy you a milkshake?"

Rand was in heaven. Her voice wasn't the least bit shrill.

* * *

This sucked. Rand was gonna tell the whole school, and then Sally would be ostracized. She was gonna be remembered as "that stupid girl whose perfect hunky boyfriend broke up with her." And then people would assume Sally was some kinda jerk, and she'd never get a replacement boyfriend! Her life was ruined!

Sally pushed past the crowd towards the subway, fighting to keep her face was quivering. This was so unfair. She'd liked Rand! Really! She'd just been too distracted to pay attention to him lately, that was all. Like how you don't appreciate your phone until it breaks. Maybe... Maybe if Sally sucked it up and apologized to him, Rand would give her a second chance?

Wow, that was such a dumb idea, Sally felt stupider for thinking it. _Her_ apologize to _him?_ He was the one who ought to be-

"Agh!" Out of nowhere, a spasm rocked Sally's entire body, drawing the looks of everyone in the subway tunnel. Sally could feel her cheeks flushing. All those eyes on her... "_Agh!_" She spasmed again. Great, just what Sally needed. Cramps. Aunt Flo was a cruel mistress.

More and more eyes were turning Sally's way. "Hey, what do you all think you're... lookin'... at?" Slowly, as if it was giving her time for the realization to sink in, Sally felt a _riiiiiip_ down the back of her shirt.

Someone in the crowd screamed. Sally's shirt exploded, and the next thing she knew, all of Grand Central was staring at her bra. But that wasn't the worst part. Ohhhh no. There were... _protrusions_ from Sally's back. They felt as much a part of her as her arms. With a growing sense of dread, Sally turned her head to look over her shoulder.

Feathers. Sky blue feathers. She had wings. Like an angel.

Sally felt faint. It sounded like she was hearing the crowd's whispers from underwater. "_Mutant... mutant... mutant..._"

No! Nope, nope, nope! Sally wanted to scream at them, but she was too dizzy. They were being stupid! She wasn't a mutant! Only freaks were mutants!

Something whizzed through the crowd, but Sally's eyes had barely registered it before she felt a hand on the back of her head.

"_Lemme go!_" Sally's voice went shriller than it'd ever gone before. "_What are you doing?_"

A voice by her ear said, "I'm holding your neck so you don't get whiplash. Nice rack, by the way."

"Wha-?"

And then the whole world was a blur.


	12. Evolution

Liz wanted to throw up. She'd been staring at her hands for the past five minutes, and she still couldn't get over them. They were golden. And flaming. And her hair was on fire- No, her hair _was_ fire. It burned bright red against the yellow backdrop of her skin. At least it wasn't raging out of control anymore. The fire was actually moving in time with her thoughts. That was gonna take some getting used to.

Liz wasn't positive, but she thought she could "flame off" and return to normal, except then she'd be naked in front of a pair of teenage boys and the pilot. Besides, whatever this jet was made of, it seemed heatproof, so there was no harm in staying this way for a while. Felt pretty weird just sitting there with her whole body burning, though.

No, what really felt weird was sitting there with her whole body burning in the same room as Spider-Man. He was sitting a couple seats across from her, his seatbelt fastened over his costume, looking out the window like an excited little kid. At some point, Spider-Man reached into his utility belt and retrieved a cell phone. It was an older model with a cracked screen, kinda like Peter's. Looked like he was texting someone. Liz wondered who, but she had a feeling he wasn't gonna give out his secret identity just because she asked. Weird how this spider guy kept turning up to save her. He'd even come into her home this time. Must've heard her screams.

Liz took some deep breaths. The air felt burning hot in her lungs, but somehow, it didn't hurt. If Liz's powers were going to kill her, they would've done it by now... right?

"You saved my life before," she spoke up. "You probably don't remember, but on Coney Island last October-"

"-Doc Ock grabbed you and tried to throw you off a roller-coaster," finished Spider-Man, kicking his feet up on the footrests.

"Yeah." Liz was disarmed. "Wow, you really didn't forget me?"

"I, uh, remember everyone I save. And then I saved you again from Molten Man. You're kinda danger-prone, aren't you?"

Liz resumed staring at her hands. "_Everyone_ in New York is. The place is filthy with superhumans."

"I know, right? With all these villains on the rise, the city's, like, victimized or something."

"But hey, if more of them are like Videoman, I don't mind," said Iceman from the seat behind them. Despite the action being over, he still had on a full coating of ice. "Now _there's_ a dude who lucked out with his powers."

"Tell me about it." Spidey turned to face him. "Think of the potential! Tifa-"

"Chun-Li," said Iceman.

"-the Wii Fit trainer-"

"I'm surrounded by dorks_._" Liz buried her face in her molten hands.

"It is a shame about young Mr. Byte," spoke up the pilot from the front of the jet – a huge, gorilla-shaped man in a blue and gold costume. His face was covered by a mask, and his belt had the same "X" logo as Iceman's bandana. "I'd been trying to reach him before he broke the law, but, well, if mutants decide to abuse their powers, there's not much we can do to prevent it short of kidnapping."

"Don't worry 'bout it, Beast," said Iceman. "He's probably being hauled off to jail as we speak."

"Yeah, and if they can keep Rhino locked up, I'm sure they can handle some random nerd," added Spidey.

"I only worry about the frequency at which new mutants are awoken." Beast let out a sigh. "Like Miss Allan said, New York is overrun. We help the best we can, but the problem is evolving faster than the X-Men can handle it." He glanced back to smile at Liz. "Just count yourself lucky we found you before the Brotherhood did."

* * *

Father and daughter sat across from each other at the dining table. The entire dank, underground bunker was in total silence, save the scratching of knives carving steak. Even in private, Erik wore his red and purple costume, though the helmet currently rested beside his plate – He'd had to use one of the spares after the incident at Midtown.

A rat scurried past Wanda's foot. Before she could so much as cry out, a green tendril shot from the darkness, grabbed the creature, and yanked it out of sight.

"Don't worry, baby-cakes," said Toad, chewing noisily. "I'll keep those disgusting things away from you."

"I'm flattered," Wanda deadpanned. She turned to her father. "How much longer are we staying here?"

"We'll return to Genosha soon." Erik didn't look up from his steak. "Charles's students only took a fraction of the Cyttorak Gem. The rest is safe in our stronghold. We'll retrieve another fragment, rest, and then find someplace besides New York to use it. Charles can't chase us everywhere."

"But what about the mutants the gem's already awoken?" asked Wanda. "We can't abandon them."

"Speak of the devil!" Suddenly, a gust of wind blew through the cavern, and the next instant Pietro was standing by the table with a girl in her arms. "Looky who I found!" He dropped her to the ground. The girl immediately shrieked and dived into a corner to cower.

Wanda frowned. The new mutant was blonde and pretty, and a white bra poked out from her torn shirt. She would've looked like a typical high schooler if not for the sky blue wings on her back. As she watched the child tremble, taking in her surroundings with wide, fearful eyes, Wanda couldn't help but feel a twinge of sympathy. Those wings weren't the kind of mutation you could hide.

"Where- Where am I?" the girl got out.

"You're among your own kind," said Erik.

"Her powers activated right in the middle of the subway." Pietro was going a million words a minute. "Everybody saw her. Crowd probably woulda ripped her to shreds if I hadn't been doing my laps 'round Manhattan at the time."

The girl's eyes fell on the helmet resting on the table. "Ohmigod, it's you!" She pointed at Erik with a trembling hand. "You're that magnet guy from the news! P- Please don't hurt me! I'll do whatever ya want!"

"Why would I want to hurt you?" Erik took another bite of steak. "You're one of us, my dear."

The girl blinked, dazed. "B-But you smashed the Statue of Liberty. Aren't you, like, a crazy supervillain who wants to destroy America?" She caught herself and hurriedly added, "Uh, no offense."

Erik only chuckled. "Ah, yes, the Statue. The first piece of this country I ever laid eyes on." Even at his most jovial, his voice held an unshakable sternness. "I didn't destroy the Statue of Liberty because I want to 'destroy America.' I did it to send a message. A warning, really." He set down his fork, then rose to his feet. "Our mutant brothers and sisters are no longer safe here."

The girl swallowed. "W-What are you sayin'?"

"Before my little stunt, the public was ignorant of mutants," said Erik, walking towards her, "but the American government has known of us for years. As we speak, they're finalizing their plans to round us up. That's why my Brotherhood has taken extreme measures to identify newborn mutants and evacuate them to Genosha."

"Genosha?" The girl looked blank.

"An African nation our father overthrew," said Wanda.

"_Father?_" The girl looked back and forth from Wanda's supple young face to Erik's wrinkled old one.

"Yeah, let's not beat around the bush," said Pietro. "Our mom was into old dudes."

"I've turned Genosha into a safe haven for mutants," Erik told her. "You'll be protected there. You'll have a life there."

"B-Buh-But..." The girl hid her face. "I want to see my ma."

Erik raised a gray eyebrow. "Really? And do you want to see her face when she sees _those_ things sprouting out your back?" The girl's only reply was a sniffle. "These humans – your mother, your friends, your family – will never accept what you are." After a minute, Erik flourished a hand, causing a door across the bunker to swing open. Daylight streamed into the room. "That being said, I don't keep people in the Brotherhood against their will. Pietro can return you home if you wish."

She slowly wiped her eyes. "R-Really?"

"Sure," spoke up Toad from the opposite corner. "I mean, you'll be treated like a freak for the rest of your life, but, hey, at least _your_ mutation keeps you pretty." He gestured to her wings. "Maybe you actually _won't _get publicly cruci-"

"That's enough, Mortimer." Erik gave the girl a smile. It was probably meant to look reassuring, but Erik had trouble pulling off anything besides menacing. "Let the child decide for herself." He nodded to her.

"I... I..." The girl's wings were beginning to flutter in time with her ragged breaths. "Ah Christ, I can't show my face in public. I'd get sent away to be dissected by scientists." She clamped her eyes shut. "Is- Is Genosha, like, a third-world country or somethin'?"

"It's developed enough." Erik turned to retrieve his helmet from the table. "You'll like it there. In fact, Pietro found you just in time. We're leaving soon."

"But what about the other Midtown High mutants?" spoke up Wanda, rising out of her seat. "There have to be more than just this one."

"Let Charles take them in."

"Xavier?" frowned Pietro. "But aren't the X-Men, like, our arch-enemies?"

"They're misguided, but they'll join our cause eventually." In one sweeping motion, Erik slipped the helmet over his head. "I always plan for the endgame."

* * *

"Oh, _that's_ subtle."

Spidey watched out the window as the basketball court unfolded to reveal a landing pad. The jet circled the school – which, by the way, looked a whole lot more lavish and mansion-like than any school Peter had ever been to – and then descended onto the pad. The landing pad lowered, placing the X-Jet (or Blackbird, as Beast called it) onto a docking station.

The group of Spider-Man, Iceman, Liz, and Beast emerged into what appeared to be a sprawling silver tunnel system running beneath the mansion.

"How exactly do you hide your fancy superhero jet from all the non-X-Men students?" asked Spidey.

"It helps to have the world's strongest telepath on hand," said Beast with a slight smirk.

Spidey took a gander around the base. "Nice place you got here. I shoulda known Xavier's school was in league with the X-Men. Guess that's what Cyclops meant by 'keep an eye on the TV.'"

"Kinda obvious in retrospect, isn't it?" said Iceman. "_X_-avier? _X_-Men? Come on, now."

"Ideally, we shouldn't need to keep secret identities for much longer, anyways," said Beast. "Xavier wants the X-Men to start working in cooperation with the government like the Fantastic Four and the Avengers."

"Yeah, I wouldn't mind giving up my secret ID, either," said Spider-Man. "...If I wanted half of Ryker's to show up at my doorstep."

Beast and Iceman led the two newcomers through the tunnels. Eventually, they arrived at a big, round door with an "X" on it. It did an eye-scan of Beast's eyes, and even the blue light it emitted was X-shaped. Cute.

The door folded open, emerging onto a little overhanging over a spherical, metal-plated room. And standing at the edge of the overhanging – or rather, sitting – was none other than Charles Xavier himself. He looked just like he had on TV, but Spidey almost didn't recognize him since the doohickey over his head covered up Chuck's trademark baldy bald baldness.

"Spider-Man. Miss Allan." Xavier spun his wheelchair around and nodded to each of them in turn. "Pleased to make your acquaintance." He looked to Beast. "I trust everything went well?"

Beast shook his head. "Byte was arrested. The dumb kid had delusions of joining the criminal underworld."

"I see." At this, Xavier looked thoughtful. "Well, I'll visit him in prison. Perhaps he'll open up to me." But his face quickly returned to his usual warmness. "Of course, right now the more pressing issue is the young Miss Allan." He smiled at her. "You seem to be doing a remarkable job controlling your powers."

"Thanks." Liz didn't sound too enthusiastic. She lingered in the doorway, not meeting Xavier's eyes. "I don't think I trust myself not to set anything on fire, though."

Xavier chuckled. "We'll work on that. But for the time being, let's focus on getting you something fireproof to wear."

"So what happens now?" asked Liz. "Am I supposed to be a student here? I have a life at Midtown High. I've got friends, I'm a cheerleader... My dad can't move out here to Westchester! Am I supposed to leave everything behind?"

At this, Xavier grew somber. "I'm afraid it may be the best option for your safety."

"Can't you just teach me to control my powers and let me go back home? I can have a secret identity like him!" Liz pointed to Spidey.

"Ah, yes, Spider-Man." Xavier folded his fingers together. "We'll discuss his particular lifestyle choices later, but for now, suffice to say hiding your powers like he does _is_ an option. Not an option I'd recommend, but an option. The sad truth, however, is that Spider-Man is not a mutant, and so, without an X-Gene to detect, the government won't be able to track him down."

"Wait, what?" Shock overtook Liz's face, and Spidey looked pretty surprised, too, not that you could tell with the mask on.

Xavier let out a sigh. "Unlike the public, the government has known of mutants for some time now. With the mutant population seeing a sudden spike, I've been fighting to negotiate peaceful containment of the crisis. There's no denying that certain mutants are dangerous, but that doesn't mean they should lose their basic human rights."

"Unfortunately, the government finds it much easier just to round up every mutant indiscriminately no matter what powers we have," Beast added darkly.

"And- And they can track us?" Sweat dripped down Liz's face, though it pretty much instantly turned to steam.

"We have reason to believe so," said Xavier. "If your father cares for your well-being, he'll want you here. I have the best government relations out of all organized mutant groups. If our kind is going to be contained somewhere, I'd rather it be _here_, where I know you'll be treated ethically."

"Heck, you could even join the X-Men," said Iceman. "You already took out a supervillain. All you need's a catchy codename! You could be Firewoman – y'know, to go with Iceman."

"Firewoman?" repeated Spider-Man. "What, does she squirt the bad guys with a hose? Is her sidekick a dalmatian?"

"Fine, how about Shooting Star? Since she can fly."

"Eh, not fiery enough."

"Then how about-?"

"I don't want to be a superhero!" cut in Liz. "I just want to _not _light everything I touch on fire!"

"That can be arranged," chuckled Xavier. "But whether or not you want to enroll, I think it's best if you at least stay at the school for the time being. You can see your father once we're sure your powers are safe."

"Alright..."

"Come on." Beast approached Liz. "Let's get you some clothes." He looked like he wanted to put his hands on her shoulders, but that wouldn't be the best idea unless he wanted his fingers singed.

"What about me?" asked Spider-Man.

"I'll give you a tour of the place," said Iceman. "If you thought Videoman was cool, you'll go nuts when you see the Danger Room."

"Everyone, wait!" Suddenly, Xavier brought his hands to the helmet-looking doohickey on his noggin. "I'm getting a reading from Cerebro. The Brotherhood is on the move."

Everyone present gave a start.

"Where?" asked Beast.

"An airport near the Bronx. They're planning on hijacking a plane and flying back to Genosha."

"Isn't that in South Africa?" said Spider-Man. "Good, they'll be out of our hair."

Xavier shook his head. "We can't let them be – They have a new recruit with them. One of the Midtown High mutants. From the thoughts I'm picking up, she's being coerced into coming with them."

Peter's heart skipped a beat. He'd just texted Gwen back on the jet. She'd been fine a minute ago. She couldn't possibly have... "What's her name?"

Xavier shut his eyes, concentrating. "Sally Avril."

"_Sally?_" Both Spidey's and Liz's jaws dropped.

"I know her!" said Liz.

"We can't let Bucket-head kidnap a defenseless girl!" Spidey turned and bolted for the landing deck.

"Agreed." Xavier brought his fingers to his temples.

Had Spidey been a member of the team, he'd have heard a voice in his head cry out, _To me, my X-Men!_

* * *

If any of the airport-goers thought a small army of supervillains marching through the metal detectors was out of the ordinary, they didn't show it. The pedestrians actually gave the Brotherhood a wide girth as they neared their flight, leaving the airport's center virtually empty.

"Wow." Pietro let out an impressed whistle. "Nice trick, Frosty." He zipped across the clearing to wave a hand in front of a random woman's eyes, but she simply went around him like nothing had happened. "It's like we're invisible."

"Yes, and it's hard enough to control this many people _without_ you screwing around with them," Emma said tightly.

"Sorry, sorry." Pietro darted back to her side. "I know this must be pretty taxing on you, seeing as you've also gotta keep your latest puppet brainwashed."

"Brainwashed?" Chat gave Emma an accusing look. "What's he talking abou-?" But before she could finish, Emma waved a hand and a glassy look overtook her eyes.

"I'm warning you, Pietro," Emma said through gritted teeth. "Chat isn't a toy or a puppet – she's my friend. I'm not 'brainwashing' her. Chat is misguided, and I'm ensuring that she makes the right choices. It's for her own good."

"_Riiiiight_." Pietro made a show of examining his fingernails. "Lesbihonest here, you're totally brainwashing her."

"_Hmph_. Believe what you want."

"Oh, I definitely believe _something _about you two." He looked from the scowling Emma to the spaced-out Chat.

"You know she's only sixteen, right?" Emma said dryly.

"Ah, stuck in the old 'jailbait wait,' are we?"

"Are you saying you don't believe a person can be close with a woman without it being physical? How telling." Emma gave a pointed look towards Wanda.

_T__hat_ knocked the wind out of Pietro's sails. He muttered something under his breath about Emma being gross, then darted off to the other side of the group.

With him gone, Emma snapped her fingers, and Chat's eyes returned to normal. She smiled at Emma like nothing had happened, then looked over the Brotherhood. Chat's eyes drifted from member to member – Pietro and Wanda were trailing behind their father, Toad was drooling at Wanda's heels, and Erik was standing at the head of the Brotherhood in full "Magneto" garb. At his side was a blue-skinned, redheaded woman with yellow snake-eyes. She wore a white dress, and a tiny skull decoration adorned her head at the tip of her hairline.

Chat, however, seemed more interested in the final Brotherhood member – a blonde girl whose jacket had gigantic holes in it to accommodate her sky blue wings. She seemed to be sheepishly hanging back from her fellow mutants.

"I don't recognize that one," said Chat.

"She must be a new recruit like you," said Emma. "You can talk to her once we're on the plane. Who knows, maybe you'll make a new friend who actually _isn't_ an animal."

"No, I..." Chat seemed to be straining to think. "I already made new friends."

"Really." Emma made an idle grunt. "Who?"

Chat glanced over her shoulder. "_Spider-Man!_"

"_What-?_" Emma spun around, followed by the rest of the Brotherhood. Sure enough, a boy in a skintight red-and-blue costume was standing across from them, and he wasn't alone. Emma's eyes narrowed. "Looks like the X-Men have come out to play."

* * *

Crimefighting tip: Open every large-scale superhero battle with a topical quip.

"Oh, come on! They let the Brotherhood of Evil Mutants through here, but I can't even sneak in a bottled water?"

Spidey dropped down from the airport ceiling to join the rest of his group. Quick headcount – on the side of the angels was Cyclops, Marvel Girl, Beast, Iceman, and, well, Angel. There hadn't been time for proper introductions on the jet-ride here, but Spidey had gathered that Angel was the blonde X-Man with the incredibly manly pair of white wings sprouting from his back. Hovering beside him in the air was Liz, who was acting as an honorary X-Woman for now seeing as Sally was her friend and all. She hadn't had time to grab clothes, but thanks to her burning gold body, Liz pretty much looked like a bright yellow Barbie doll.

Standing opposite them was the complete Brotherhood. Spidey recognized Magneto, Quicksilver, Scarlet Witch, and Toad, and he assumed the Na'vi chick was the shapeshifter from earlier – Midtown High's principal had been found bound and gagged in the janitor's closet, raving about some crazy Smurf lady. Hiding at the back of the crowd was Sally, who, like Xavier had told them, had grown herself a shiny new pair of wings. They looked kinda like Angel's, only less dove, more bluebird. The only person Spidey didn't recognize was the white-clad dominatrix and the girl next to - Wait.

"_Sophia?_" Spider-Man did a double-take. With her hair brushed out and an expensive-looking dress on, he almost hadn't recognized her. "There you are! So the Brotherhood _did _nab you!"

"S-Spider-M-?" Sophia looked like she was struggling to say something, but before she could finish, Dominatrix-Girl stepped in front of her.

"We didn't kidnap Chat," she said. "She _wants _to come to Genosha with us."

Spidey turned to Marvel Girl. "Okay, I take it back. _You_ don't look like something from a porno."

"That's Emma Frost," Marvel Girl said darkly. "The White Queen. She's another telepath. She likes to use her powers to take... companions."

"And here I'd thought the stuff with Sandman and the hookers was the creepiest thing I'd ever heard."

"Hand over the girls, Erik!" Cyclops called out. "Abducting children from their homes is low, even for you." His hand hovered over the side of his vizor. For anyone else, it would've looked silly, but he managed to make it threatening.

"As per usual, you presume the worst of us," Magento said cooly. "No one joins the Brotherhood against his or her will. We've given these ladies ample opportunity to leave."

"Well, let's give them the option when Emma _isn't_ brainwashing them, shall we?" Marvel Girl lifted herself a couple feet off the ground and strained her forehead. The White Queen, in turn, clutched her temples and gritted her teeth. There was probably a super epic mental battle going on in their heads, but from where Spidey was standing, they just looked constipated.

Sophia, on the other hand, gasped and stumbled backwards. "What am I _doing?_" Her eyes fell on Magneto. "Screw you! I _liked_ the Statue of Liberty!" Without another word, she ran to the X-Men's side.

"Good to have you back," Spidey told her. "Now get to safety!"

"You don't have to tell me twice." Sophia bolted towards the crowd, which, without the White Queen mind-wiping it, was starting to finally notice the large-scale superhero battle going on. This gave Sophia a nice, big, panicked mob to disappear into.

"Mystique-" Magneto turned to the blue-skinned woman. "-take Miss Avril onto our plane and prepare for takeoff. We shouldn't be long." The lady-shaped blueberry obediently grabbed Sally by the arm and led her away.

"Oh no you-" Spider-Man tried to run after them, but then his spider-sense tingled. A split-second later, something green and slimy grabbed his arm. "Agh!" Spidey was promptly flung into a wall.

"Dude!" The instant his tongue retracted, Toad made a face. "You taste like garbage and tomato juice! Don't you ever wash that costume?" Before he could get an answer, Beast tackled him and the two engaged in some impromptu wrestling.

"You're not taking Sally!" In a sudden burst of boldness, Liz threw out her arms and shot a wave of flames at old Bucket-head, but with a swish of his hands, Magneto peeled back to steel floor as a makeshift shield.

"Impressive powers," he said. "But also unspeakably dangerous. Are you sure it's wise to surround yourself with humans? You're perfectly welcome on Genosha, you know."

"_Shut up! You're the one who made me this way!_" Liz's screams made her fire burn brighter.

Cyclops, meanwhile, tried to fire an optic blast or two, but just as he hit his vizor's button, a blur grabbed him from behind and jerked his head upwards. The beam ended up zapping Angel out of the air.

"Wow, did you just attack your own teammate? Fail." Next, Quicksilver grabbed Cyclops's fist and rammed it into his face a couple hundred times. "_Why you hittin' yourself? Why you hittin' yourself? Why you hittin' your_\- Gah!" Suddenly, Quicksilver was floating in midair. He struggled as hard as he could, but flailing helplessly at supersonic speed is still flailing helplessly

"Hurting him was a mistake." Marvel Girl drifted towards him, but before she could make good on her threat, a blast of scarlet energy sent her flying into the far wall.

"No." Scarlet Witch calmly walked to Quicksilver's side. "Hurting _him_ was a mistake."

"What was with the lightshow?" Spidey turned to Iceman, who'd thus far been hesitating at the sidelines.

"It's her powers," he said. "She casts hexes."

"Hexes? What's that got to do with probability manipulation?"

"I don't know, why do you shoot webs from your wrists instead of your butt? Some things just can't be explained!"

Unfortunately, with Marvel Girl down for the count, the White Queen was no longer looking constipated. "_Chat!_" She ran into the crowd.

"Where are you going?" Scarlet Witch called after her.

"Leave without me! I'm not abandoning Chat!"

"But-"

"Frost is right." With a swish of his cape, Magneto shot into the air. "We've wasted enough time. The X-Men can't stop us." He flew off, followed on foot by Quicksilver, who carried Scarlet Witch and Toad with him.

"Come on! If they take off with Sally, she's gone for good!" Liz started to fly after them, but Spidey didn't budge. She glanced back at him. "What are you waiting for?"

"You guys go on ahead," said Spider-Man. "I'm going after Sophia."

"Are you crazy?" snapped Iceman. "Marvel Girl's out cold. If you go without a telepath, Frost will just brainwash you. Look, we're the only three left standing." He gestured to Cyclops, Angel, and Marvel Girl, who were KOed, and Beast, who was struggling to free himself from some sticky slime Toad had apparently vomited on him. "It's up to you, me, and Firestar to stop the Brotherhood."

"Firestar?" Liz raised an eyebrow.

"What, you want me to blurt out your real name in public?"

"Yeah, it's cool to have a codename," said Spider-Man. "It's not that weird." He put his fists against his hips in a dramatic pose. "Alright, team, let's go stop Magneto! Spider-Friends, move out!"

"I'm not your friend," deadpanned Iceman.

* * *

_Chat, she's coming. _

_She's near, Chat. Fly away._

_Yes, fly away, Chat. Fly!_

Sophia's lungs were fixing to burst. She didn't know how far she'd run through the city streets, but she couldn't keep it up much longer. She had to make it there in time. If the birds circling above her were right, Emma was closing in.

_How's she catching up so fast?_ asked Sophia.

_She's in one of those noisy metal things that run on the paths,_ said Tailfeathers.

_A yellow one_, added Flapper the owl.

Dang it, why hadn't _Sophia_ thought to hail a cab? Her legs were killing her. But it was too late now – she was already here. Big letters above the entrance gate proclaimed, "BRONX ZOO."

"Hey, what are you-?"

"_SorryI'llpaytheentr__ance__feelaterthankyou!_" To be perfectly honest, Sophia had had a little _too _much experience jumping the zoo's fence. Before her move to Midtown, Sophia had come here all the time... with Emma.

The instance she set foot on the other side, Sophia's brain was inundated with voices. It was like the telepathic equivalent of a football stadium. Countless birds and bears and bison and baboons all complaining of boredom and making fun of the ugly humans staring at them. Usually, Sophia made sure to speak to every single animal – Her visits were the most interesting thing to ever happen to them, besides maybe the time that giant lizard had rudely invaded the polar bears' pond – but this time, she made a bee-line for one exhibit in particular.

Sophia dashed through the trees, lungs and feet burning, until she reached the edge of the enclosure. A high fence greeted her with a sign explaining how it'd electrocute her into next millennium if she dared climb it.

_She's here! She's here!_ shrieked the birds.

Sophia took a deep breath. She could do this. One little hop over the fence, and she'd safe.

"Chat, what are you doing?" said a voice from behind her. "Can't you see I'm trying to help you?"

Sophia couldn't look at her. Looking would only make the voice in her head stronger. The little nagging voice mixed in with all the animals' words. The one saying, _You love Emma. You need Emma. Come back to her, Chat_.

Sophia's hands fell to her sides. It'd be so much easier to just... slip back into Emma's arms.

But then the other voices in her head cried out, _Chat! Chat! You said you didn't like the girl who doesn't wear much clothing!_

_You can't trust her, Chat!_

_She makes you steal things!_

"Chat." Emma's voice sounded different this time. Sincere. "I'm trying to do what's best for you. It's not safe here anymore, and you just ruined your chance of escaping to Genosha."

"I'm not your slave," Sophia said, keeping her back turned. "Let me make my _own _decisions and my _own _mistakes."

Emma chuckled to herself. "I can't do that, Chat. I care about your well-being too much. Take now, for instance. You're thinking about climbing an electric fence. Obviously, I can't let you- _Chat!_"

She was too late. Sophia had already dropped inside the enclosure, shrieking. Without a moments hesitation, Emma climbed in after her – though she had the luxury of turning her limbs to diamond for protection.

Once she dropped down, Emma ran to where Sophia had fallen in the grass. Every trace of Emma's usual smugness had vanished. "_Are you __out of your mind__? __Were you trying to get yourself killed?_"

"Aww, you-" Sophia let out a feeble laugh. "-you really do care. But no, Emma, I wasn't trying to kill myself. I was just trying to get to my _real _friend. Let me introduce you."

"Wha-?"

Emma made the acquaintance of a Bengal tiger.

She would've been turned into a scantily-clad paste if Emma hadn't impulsively morphed her entire body to diamond. The tiger pounced on her, but when his teeth were met with solid rock, he instead settled for simply pinning her to the dirt.

"H-Here's the deal, Emma." Sophia shakily rose to her feet, leaning against her feline friend to support her weight. "If you leave diamond-form, Brightfur here takes a chunk out of you. And while you're stuck that way, your telepathy doesn't work, does it?" She smiled. "Looks like we're at a standoff."

"What's this supposed to accomplish?" scoffed Emma.

"Well, it'll keep you busy until the X-Men get here." As she spoke, Sophia stroked Brightfur's back. He purred, batting at Emma's gem-encrusted hair like an overgrown tabby. "And without your powers, we can finally have a quality conversation without worrying about any brainwashing. I'd say that's long overdue, wouldn't you?"

Even when it was made of rock, Emma's face could contort into an incredible sneer. "Don't tell me you're siding with Xavier's band of idiots?"

"I like to think of it more as siding with the mutants who won't brainwash me on sight and didn't smash the Statue of Liberty."

"And how long are you planning on waiting for them? You just electrocuted yourself! You need an ambulance!"

Sophia frowned. Emma didn't sound like she was trying to weasel her way out of this... She sounded legitimately worried. And for once, Sophia knew that wasn't just Emma's mind tricks influencing her thoughts.

"I..." Sophia's eyes clamped shut. "I wish I could tell if you really loved me, or if you think I'm just something you own."

"Why can't it be both?"

"I don't know, maybe because brainwashing people is _really screwed up?_"

Emma bowed her silvery head. "I'm sorry you see it that way. I was giving you a gift."

Sophia rolled her eyes. "How generous of you."

"Listen, Chat-" Emma tired to pull herself off the ground, but Brightfur snarled, and she was forced to return her head to the grass. "-for what it's worth, I _do_ love you. I mean that. What can I do to convince you to get some first aid? What can I do to make you trust me?"

Sophia glanced over her shoulder – though it made her muscles sear with pain. Sirens were growing louder in the distance. The epic mutant-versus-jungle-cat showdown hadn't exactly gone unnoticed by the passerby of Tiger Mountain. Sophia sighed. "How about this? I go get some first aid, and you turn yourself into the police. I'll have my birds keep a lookout, and if you try to escape jail or anything, they'll go all Alfred Hitchcock on you. Fair?"

Emma gave a patient smile. "Well, I've got nothing better to do. The Brotherhood's probably left without me by now."

* * *

Sally watched the clouds pass by beneath the window. This was unreal. All of Manhattan... her home, her school, her ma, Rand... was a shrinking speck down below. Sally shifted in her seat. This plane apparently hadn't been built for passengers with a giant pair of wings. One of those superhero guys back at the airport had had wings, and he'd been flying around. Could... Could _Sally_ fly? The thought made her stomach do backflips.

A couple seats ahead of her, Magneto looked up from his portable chess set to glance out his window. "Oh," he said mildly, "we have company."

With a flick of his wrist, the plane's door swung open. For the briefest of moments, the entire aircraft lurched, but apparently opening the door mid-flight is fine so long as you've got a master of magnetism on board to keep the plane in one piece.

A trio of superheroes landed inside. Spider-Man's arms had apparently been around that Iceman guy's waist as he ice-surfed them through the sky, which Sally couldn't help but find to be a mix of bizarre and adorable.

"Hello." Magneto rose from his seat to greet them. "I don't suppose you've decided to come with us to Genosha?"

"Sorry, can't." Spider-Man crouched into a fighting stance. "I didn't pack my toothbrush or my jammies."

"Pity." With another swish of his arm, some sort of silvery liquid seeped out from the folds of Magneto's gloves. It swirled through the air like something out of the Terminator, surrounding the heroes in a wide circle.

"Look, we know we can't take you in a straight-up fight," said Iceman. "We just need to talk to the girl. You said you're not holding anyone in the Brotherhood against their will, right?"

Magneto let out a small sigh. "Very well. I suppose exposing her to Charles's idealist nonsense won't hurt her _too _badly. Say your spill." And with that, he returned to his chess game.

"Sally?"

Sally flinched at the sound of her own name. Hearing it from the mouth of a superhero felt so... unreal. Slowly, reluctantly, she met eyes with Iceman. "Whattaya want with me?"

"Whatever Erik's said to you, you don't have to leave Manhattan," he said. "You can still see your mom. If Erik's not lying, which, by the way, I wouldn't bet two pennies and a ball of lint on, then he'll let you go if you want. You can join Xavier's Institute."

"And live the rest of my life as a freak?" snapped Sally.

Iceman took a breath. He looked like he was one word away from freezing her toes off. "Yeah. We _are _freaks. But you know what we're _not?_ Terrorists and murderers."

"We're _not_ murderers," spoke up Scarlet Witch.

"But, yeah, we'll fess up to the terrorist part," said Quicksilver. "So what? We're not dinky little humans. We're _homo superior_, baby. We make our own rules."

"Sally." The third superhero, the one who looked some kinda female Human Torch, stepped forward. "Listen, I'm going through the exact same thing as you."

Sally's breathe caught in her throat. "_Liz? _Jesus, you're a freak, too?"

"I felt like running away, too," said Liz, holding out her golden hands. "But you've got people back home who care about you. You can't throw your life away like this."

"I... I..." Sally shut her eyes. Her head was spinning. Frankly, the hardest choice she'd ever had to make until now was which football player she'd wanted to date. "Tell my ma I'm sorry."

"But Sally-"

"Hey, you got your answer." Toad hopped between them. "Now buzz off."

Without further ado, the ring of liquid metal solidified and tightened around the trio. Then, the plane's door re-opened, and they were sent plummeting into the ocean.

Sally managed to open her eyes in time to watch them fall. It was the last she ever saw of them.

* * *

"_Aaaaaaaah-!_" _Smack. _"Ow."

Spider-Man and his lackluster friends had landed on a hastily-formed iceberg floating in the middle of the Atlantic.

"I dink I boke mah face." Spidey's voice was somewhat muffled – He'd landed at the bottom of the superhero sandwich.

"Well, would you rather be drowning in the ocean right now?" snapped Iceman. "Because I can unfreeze my ice if you want."

"She's gone." Firestar had landed at the top of the pile, allowing her to gaze at the airplane as it vanished over the horizon. "She's really gone."

"Yeah, it's-" Iceman sighed. "It's a harsh lesson, but it's one you've gotta learn if you hang around the X-Men. Sometimes mutants side with Magneto. It's screwed up, I know."

"But- But this is _Sally!_" said Spider-Man. "I mean, yes, she's a total airhead, and yes, her voice produces the same effect as Shocker's gloves, but she deserves better than this." He struggled to free himself from Magneto's metal ooze, but no dice.

"Wait a minute." Firestar turned her neck to look at him. "First you recognize Sophia, and now you sound like you know Sally personally." Her orange eyes narrowed. "Are you Peter Parker? Because I saw this weird dance video-"

"I'm not saying another word without a lawyer present."

After that, a silence fell over the group. The iceberg bobbed up and down in the waves.

"Sooooo..." said Spider-Man. "What now?"

"Well, the other X-Men have gotta wake up eventually," said Iceman. "Then Professor X can track us down with Cerebro and send the Blackbird to pick us up."

"Oh, okay, then."

Minutes passed. Somewhere, off in the distance, a seagull squawked.

"We suck," said Firestar. "We are officially the worst superhero team ever."

"Yeah, nothing personal, but let's never team up again," said Spider-Man. "It was a dumb idea."

* * *

Sophia had to admit, Emma looked a whole lot better in orange than white.

"I've been in here for two hours, and I already hate it," Emma said into the phone. "It's like being deafened."

"Aww, poor thing." Sophia smirked at her through the glass. "But I'd say you deserve to lose your telepathy privileges, wouldn't you?"

Emma's only reply was to snort and tug at the metal collar around her neck. "Ugh, don't look at me like that. I wish I knew what you were thinking."

"Yeah, that's gonna take some getting used to, isn't it?" Sophia did feel a bit bad for Emma. If she suddenly couldn't talk to animals, Sophia would feel like garbage, too. "Well, if you wanna know what I'm thinking..." She took a breath. "I'm thinking you really _do_ care about me. I mean, what you did back at the zoo..."

"Speaking of, how are you holding up?" Emma's eyes wandered towards the burns on Sophia's palms.

"Pretty good, all things considered."

Once the police had arrived, they hadn't exactly been happy with Sophia for climbing into the tiger's den. But without a moment's hesitation, Emma had spun a story about how she'd brainwashed Sophia and forced her to jump in as part of some crazy revenge scheme. Sophia had been rushed to an ambulance, and Emma had been rushed to a police car.

"I _do_ love you." Emma gave her a pleading look. "You have to understand, Chat... you're all I have."

Sophia closed her eyes. "I believe you. But I also think you've been abusing your powers so much, you're screwed up in the head. Brainwashing people willy-nilly is _not_ okay. Look, Professor Xavier and Jean Grey can relate. They're going to come with me to visit you as often as they-"

"_Please_, I'll do anything!" Emma said theatrically, bringing an arm to her forehead. "Just spare me from getting lectured by the goody two-shoes brigade!"

Sophia's lips curled upwards in spite of herself. "Have fun in jail, Emma. I've gotta go." With that, she returned her phone to the jack and left the visitation center.

A minute later, Sophia emerged from the front doors of the Coral Moon Detention Center for Girls. Waiting just outside was a small crowd of people – Peter, Gwen, Captain Stacy, and a pair of out-of-costume X-Men, Scott Summers and Jean Grey (A.K.A. Cyclops and Marvel Girl).

"How'd it go?" asked Peter.

Sophia smiled at him. "She's acting like a spoiled rich girl who's had her credit cards shut off, but... it's pretty nice to have a conversation with her without wondering if she's playing Jedi mind tricks on me."

"We're lucky we got that shipment of Inhibitor Collars when we did," said Captain Stacy. "Those should help quell any major threats from the mutant population. I think we can all sleep a bit better at night knowing Trask Industries is out there."

Gwen frowned at Sophia. "So you're going to keep visiting Emma in jail? Don't you think it might be better to break ties with her? I mean, aren't you mad at her?"

"I _am _mad," said Sophia, "but I also feel sorry for her, y'know?"

"Sorry for her?" snorted Peter. "What's there to feel sorry about? She seems like a total b-word."

At this, Jean bowed her head. "Not every telepath handles their powers as gracefully as Xavier. When hers manifested, Emma... accidentally drove her parents insane."

At this, both Peter's and Gwen's jaws dropped.

"Wow," Peter said faintly. "That's... That's horrible."

Jean nodded solemnly. "She was homeless for a while before she ran into Erik's Brotherhood, and she fell pretty hard for his 'mutant superiority' rhetoric."

"The thing is," said Sophia, "Emma got so used to brainwashing people to get her way, I think she kind of... _forgot_ what it was like to have a real relationship. And, well, after I ran away from home, I had this thing where'd I'd fling myself at anyone else with powers-" She nodded at Peter. "-as you experienced first hand. At first Emma and I got along great, but then, she started convincing me to help her pull of petty crimes, and when I developed a conscience and tried to make her stop... _wham_." She brought a hand to her forehead. "I don't know _how_ _many_ times she mind-wiped me."

"I'll be frank," said Scott. "I don't care what her past is, any mutant who'd intentionally use their powers to abuse another person is _evil_. Emma Frost is the most disgusting human being I've ever met."

"_You didn't seem that disgusted when she was wearing a corset_," muttered Jean.

"I just..." Sophia's eyes clamped shut. "I just wish it hadn't had to come to this."

"Hey..." Peter brought a hand to her shoulder. "Look on the bright side. At least you don't have to worry about your crazy ex anymore."

* * *

Cold. Cold. It was cold.

It slinked through the dank tunnels, feeling, searching... It didn't know how long it had been down here. Long enough for the sickness to grow. It needed... needed... to feed.

_Pitter, patter, pitter, patter_.

A little creature scurried towards it down the tunnel. It had never seen such a creature before, but both of its old hosts had. The memories instantly jumped to the forefront of its mind – _Rat_. This thing was a rat.

The rat stopped at the edge of the puddle and gave the slime a curious sniff.

_Thwip_.

It was instantly enveloped. The rat thrashed and shrieked, but it was soon encased completely.

No, no, this wouldn't do. The rat's mind was too simplistic. There was nothing in here but primordial fear. Where was the anger? Where was the hatred?

A pair of white splotches formed in the inky black ooze... followed by a set of solid fangs. A pink tongue wrapped itself around the rodent's flailing body.

The emotions tasted all wrong, but luckily, the rat could feed it in a different way.


	13. Addition

"Wait, where are you going?"

"To find a fire hydrant!"

"_What?_"

"_Notimeforquestionsgottago!_" Peter rounded the corner and vanished from sight.

MJ turned to Gwen, her jaw hanging open.

"He, um, gets a little loopy under stress," said Gwen.

MJ switched from gaping to rolling her eyes. "Yeah, sure, I believe you. And once Spider-Man gets here, I'll write it off as a weird coincidence because I'm just a dumb random civilian."

Gwen gave a start. "What? I- I don't know what you're talking ab-"

"Relax, girlfriend." MJ gave her a playful punch on the shoulder. "You think I didn't put two and two together after seeing Spider-Man swing by my house half a dozen times?"

Gwen's only reply was to look away and fiddle with her glasses.

MJ frowned. "He _did_ tell you, right? I mean, it'd be a jerk move not to."

"It's... complicated." Gwen gave her a pleading look. "You have to swear not to tell anyone, Mary Jane. The school's already been attacked by Venom and killer robots because of-"

"Don't worry about me." MJ held up her hands innocently. "I'm good at keeping secrets. I won't get in Tiger's way – I know I'm just a background extra in his story." She flashed Gwen a knowing smirk. "_I'm_ not the love interest..."

* * *

In the middle of the Institute's hallway, a girl stood facing a wall. Or rather, the body of a girl stood facing a wall. Her neck was pressed right up against the wallpaper. It was like her head was stuck in a hole, only without any actual holes involved.

"Yer a shameless stalker, y'know that?" said a voice from behind her.

"Agh!" The girl tumbled backwards, phasing out the wall like a ghost to reveal a head of brunette hair. She was so startled, she nearly phased though the floor, too, but the girl managed to catch herself. She turned around to glare at her fellow student – a skunk-stripe-wearing girl.

"I was _not_ stalking him!" the brunette said, flustered. "I was just, y'know, taking a peek. I've never seen a big name superhero before. I didn't think he'd be so..." Her cheeks reddened. "...cute."

"Cute?" The skunk-stripe girl rolled her eyes. "He's wearin' a mask. He could look like Quasimodo for all ya know."

"Okay, yeah, but the _rest_ of his costume doesn't leave much to the imagination..."

"Touché."

* * *

On the other side of the wall, Spider-Man was slouched back in an armchair. He'd been forced to hide in the teacher's lounge after getting one too many funny looks from passing students.

Liz sat on the sofa across from him. Her fire had finally been extinguished, so she was back to her usual, non-golden self, albeit with a plain, black, skintight outfit on. The X-Men hadn't exactly had a wide selection of fireproof clothing.

"So you're really Peter?" Liz gave Spidey a look.

He shifted in his seat. "Uh, whether or not that's true, you really don't need to go around saying Peter Parker is Spider-Man unless you want a bunch of supervillains going after his friends and-"

"Don't worry, I won't." Liz smiled at him. "You know, you should really do more to disguise your voice, Petey."

Ooh, busted. "Yeah, well, I don't usually have long, face-to-face conversations with people I know in costume..."

"So I guess this is why you kept standing me up on dates?"

"Um... Would it make you feel any better if I said I saved a whole lot of old ladies' purses from being snatched?"

"It would, actually." Liz's eyes drifted towards her hands. She seemed to appreciate them a lot more now that they weren't flaming. "You saved my life, Petey, and you helped Mark, too. I..." She shut her eyes. "I'm sorry I didn't handle our breakup well. You deserved better than that."

Spidey gave a nonchalant shrug. "Water under the bridge. I mean, at the end of the day, it's just pointless teenage melodrama, right?"

"Yeah." Liz let out a quiet laugh. "Once you can shoot fire, your dating life doesn't seem as important."

Just then, the door whirred open, and a wheelchair rolled its way into the room. "Miss Allan." Xavier nodded to her. "We've set a court date. If all goes well, your brother will be allowed to leave the Vault and live here with you."

"Really?" Liz hopped out of her seat. "That's great! You... You don't know how much that means to me..."

Xavier beamed at her. "It's the least I can do for your family."

"Thank you. E-Excuse me..." Liz slinked out the room, her hand over her eyes.

D'aww, now Spider-Man felt all warm and tingly inside. "Hey, thanks for helping out Liz, Professor X. She's a friend."

"You're very welcome." Xavier's eyes drifted towards the Web-Head. "Now then, we haven't had that discussion about your particular lifestyle choices."

At this, Spidey drew back. "You're not gonna get onto me for the whole 'illegal vigilante' thing, are you?"

Xavier chuckled. "That would be a little hypocritical of me. I'm not condemning you, Peter. In fact, I'm doing the opposite." He extended a hand. "I'd like to offer you a place at the Institute, if you want it."

"What?" frowned Spidey. "But I'm not a mutant."

This only made Xavier chuckle more. "This isn't a school for mutants, Peter. It's a school for gifted youngsters, and you most certainly qualify."

"Oh, right, good point." Spidey pondered this for a minute. "Well, thanks for the offer, but I can't move to Westchester. At least not without telling Aunt May the truth, and, y'know, with her heart problems, if she knew I was Spider-Man, all that stress..."

"I understand." With that, Xavier spun his wheelchair towards the door. "But nevertheless, I want you to know that the X-Men are here for you."

"Thanks."

Xavier was just about to leave, but at the last second he paused and glanced back. "You're troubled."

"Hey!" Spidey brought his hands to his head. "No fair mind-reading!"

"I didn't." Xavier gave him a reassuring smile. "I could hear it in your voice."

"Oh. Sorry." Spider-Man sighed. "I guess it's just..." He looked away. "What's gonna happen to Sally?"

The smile vanished. "I doubt Erik will let any harm befall her, but what he _will _do is teach her to hate humanity." Xavier shut his eyes. "Peter, if I could send my X-Men to Genosha on a rescue mission, I would, but it won't do any good until we've sorted things out with the American government."

Spidey made a face under his mask. "Yuck, politics."

"After everything Erik's done, the government will want to take action against Genosha – hopefully alongside the X-Men, once we're officially sanctioned. The point is, it's out of your hands. This isn't your responsibility, Peter. Understand?"

Responsibility? Peter's favorite word? Was he _sure _Xavier wasn't reading his mind?

"Yeah, I know, but..." Spider-Man slowly rose to his feet. "...I've just been losing a lot of friends lately, that's all." The images of Eddie and Harry flashed behind his eyelids. "I mean, Sally wasn't _quite_ a friend, but still."

"Is there anything I can do to help?"

"Not unless you can make a crazy person stop being crazy or cure a drug addict's drug addiction."

"Sorry." Xavier gave him a sympathetic look. "I'll alter memories when absolutely necessary, but I don't believe in changing people's base personalities."

"Yeah, I understand."

Really, they were lucky the world's strongest telepath had so much restraint. Spidey thanked his lucky stars Emma Frost wasn't nearly as powerful as Xavier. Now _there _was a scary thought...

* * *

Long story short, once Peter had texted to let them know Liz was okay, Gwen and MJ had gone their separate ways. Gwen had considered telling Peter about MJ, but she figured he had enough on his mind already.

Currently, the group of Peter, Gwen, Sophia, Scott, and Jean were gathered at the X-Mansion's front gates.

"Thanks for everything, guys." Sophia hugged Peter and Gwen in turn. "I can't tell you how nice it's been to have friends who don't try to brainwash me."

"Hey, maybe you'll meet new friends here, right?" said Peter. "I mean, at least you won't be called a freak anymore. Heck, your powers look pretty normal compared to some of these guys..."

Sophia nodded. "I'm just glad my sister was okay with moving to Westchester. Xavier even got her a nicer apartment."

"We'll keep in touch," said Gwen.

"Yeah, and something tells me Spider-Man hasn't had his last team-up with the X-Men," added Peter.

Scott frowned at him. "You _sure_ you don't want to join the team? We could really use you."

"Sorry, it wouldn't work out. I'm just gonna stick to the solo hero act for now."

He let out a sigh. "Yeah, that's what the mutant with the squirrel-powers said, too..."

After everyone said their goodbyes, Peter and Gwen boarded a cab back to Queens (Web-swinging with Gwen in Spidey's arms wouldn't exactly have been inconspicuous). The two of them sat in silence for a minute, watching the street pass by the windows.

"So," spoke up Peter, "were Sophia and Emma a couple, or...?"

"I don't know," said Gwen. "You never asked them."

"Well, I didn't wanna be rude."

More silence.

"I mean, if they were, that'd be _totally_-"

"_Peter._"

"I was gonna say 'socially acceptable!'"

* * *

It didn't know how long it'd spent in the darkness. Days? Weeks? The tunnel seemed endless, and for every five feet the symbiote crawled, streams of filthy water always seemed to knock it back six. But fortunately, there were plenty more rats down here.

Eventually, the symbiote gained the strength to reach the sewer's mouth. The way the light emanated from it, it almost looked like the manhole cover led out to heaven itself instead of a grimy city street. With the last reserves of its energy, the symbiote pulled itself onto the concrete.

It shouldn't have been this weak. Something was wrong. The sickness was still growing. The symbiote could sense it in every fiber of its being. It was the... the cleanser. The memory burned in the symbiote's mind as brightly as if it'd happened yesterday. Venom had had their enemy right where they'd wanted him, and then... Spider-Man had cheated death. _They_ were supposed to be poison to _him_, not the other way around!

Host... It needed a... host...

A woman happened to be passing by on the sidewalk. With a scream, she tripped and toppled over – She hadn't expected a black tendril to wrap around her ankle. Though its entire being ached with sickness, the symbiote managed to slither its way onto her face, seeping pieces of itself through her pores and into her brain.

It immediately became clear that this host wouldn't do. She was just some nobody. The worst thing that'd ever happened to her was slight harassment at work. There was no hatred. No loneliness. Nothing to feed off of. What this temporary host did have, however, was memories. She'd watched the news, and even if she'd only half-payed attention, a story about a black monster attacking a high school has a way of sticking with you. Hmm... She didn't remember where Brock had gone after being carted off, though.

On the plus side, the woman had an exceptionally weak will. After only a slight amount of struggling, the symbiote had total control. Not a single passerby batted an eyelash as the woman pulled herself to her feet. As far as anyone had seen, she'd simply tripped and then taken a minute to right herself. It wasn't like anyone was paying enough attention to notice her jacket was suddenly pitch black.

The symbiote's whole body lurched, sending a ripple through the "clothing." It just barely managed to keep from puking rats all over the pavement. There... There wasn't much time left. The old hosts' memories drifted through its mind. The gene cleanser killed all non-human DNA, Peter had said. Like the noise filter on a cell phone.

But the symbiote hadn't come from this world. It was nothing _but_ non-human DNA.

* * *

To the surprise of no one, the students of Midtown High were _still _in a tizzy about mutants. The instant Peter stepped in the classroom, his ears were hit with the horrible, horrible sound of teenage girls gossiping:

"Like, ohmigod, Susan said that Sarah said that Jessica is totally a mutant!"

"No way!"

"For real! She was in a huge car crash, and she was, like, the only survivor. She's gotta have super strength!"

"Didn't that put her in a coma for months?"

"...Partial super strength."

Peter buried his head in his desk. Teenage girls were the worst.

"Hey, Peter." Just then, Gwen seated herself beside him. Okay, _most_ teenage girls were the worst. "What's that?" Her eyes fell on the notebook paper Peter had been scribbling on.

"Oh, nothing." He held it out towards her. "I was just trying to write down all the crazy things going on in my life."

"You don't have enough paper."

"See, this column's for all the stuff that's been dealt with." Peter pointed with his pencil's eraser. The list read: _Tombstone / Silvermane gang war – busted by feds, Harry – in Europe, Oscorp – Smythe's behind bars, so no one's making new supervillains, Magneto's Brotherhood – in Genosha_.

"And then this one's for villains still at large?" Gwen pointed to the second column. It read: _Hobgoblin – Ned Lee was brainwashed (?), __Sinister Six – half of them are still at large, __Venom – symbiote might not be dead, Morbius – living vampire on the loose, __Jameson – still printing Daily Bugles_.

Gwen looked up from the paper. "I'm not sure Jameson counts as a supervillain."

"That's because you haven't met him." Peter's head drooped. "I just... I just wish there was more I could do to stop the craziness, y'know? Spider-Man's great at _fighting_ supervillains, but he's pretty lousy at _preventing_ them." He counted off on his fingers. "Max Dillon, Dr. Connors, Harry, Eddie, John Jameson, Mark... and now Sally. How many good people are gonna get superpowers and go crazy?"

Gwen put her hand over his. "You can't teach _everyone_ great power and responsibility, Peter."

"I just wish I could do more to help them."

"Well, there is _someone_ you could help," said Gwen. "You can come with me to visit Eddie in Ravencroft."

Peter cringed. "Bad idea. He hates my guts."

Out came The Look. "You were his best friend for years. Eddie was just stressed because he almost lost his job, and he blamed it on you, that's all."

"Yeah," said Peter dryly, "and there might've also been an alien symbiote involved."

"Well..." Gwen let out a sigh. "It's been a few weeks now. Maybe the alien's effect on him, I don't know, wears off after a while? Maybe Eddie will see reason?"

"Right. So is that gonna happen after Jameson realizes I'm not a menace or after the Avengers beg me to join them?"

* * *

"...was so absorbed in the show, I didn't even think about stabbing the nurse until the commercials came on!"

"That's encouraging news, Cletus-" Dr. Kafka gave a patient nod to the man at the far side of the group circle. "-but it was Otto's turn to talk."

Cletus let out a huff. Of all the patients in today's group therapy, he was by far the scrawniest, and an Easter Bunny ears headband rested over his ginger hair.

"So, Otto..." Kafka smiled at the short, chubby man a couple seats across from Cletus. "...anything you'd like to share? Do you feel you've accomplished anything in your time here?"

"Please." Otto rolled his eyes beneath his big, square glasses. "The only thing I've accomplished is staving off my mind-numbing boredom from this cesspool of an asylum."

"_Mental care facility_," Kafka said firmly. "Otto, please, you were doing so well last Christmas-"

"For the last time, you insufferable wench, that was an act! It was all part of my master plan!" Otto scowled at his shoes. "But that's been ruined now. The same ruse won't work twice – at least not on the psychiatrists who _aren't_ painfully naïve. I see no point in hiding my contempt for you anymore."

"Interesting." Kafka glanced down at her notes. "So would you say that persona was an 'act' _before_ the accident, too?"

"What are you blathering about?"

"Electro here says he only stopped being Max Dillion _after_ his accident." Kafka nodded to the one patient wearing a containment suit and inhibitor bracelets instead of the standard blue hospital gown. "Do you feel the same way about yourself?"

"I fail to see what difference it makes," Otto said stiffly.

"I just find it interesting that you can stop acting like 'Doctor Octopus' and resume acting like mild, timid Otto Octavius at will, that's all."

"Ugh, how much longer do we gotta put up with this crap, Doc?" groaned Electro.

Otto scowled at him. "Well, if I _had_ an escape plan, I most certainly wouldn't tell you about it in front of a psychiatrist and a small army of guards, now would I?"

There was, indeed, a small army of guards surrounding the room – sent here straight from the Vault. They kept their guns fixed on the far wall, almost like they were expecting supervillains or tentacle arms to burst through it any second now.

"Nobody's going anywhere," said Kafka. "Now, Otto, why don't we talk a little about your goals in life? When you were arrested on Valentine's Day, you were trying to become the-" She glanced at her clipboard. "-'Big Man' of crime?"

"Yes," said Otto, pushing his glasses up his nose, "but I see now that it was a mistake."

"What do you mean by that?"

"There's no point wasting so much time and effort on planning if it can all be derailed by one lone do-gooder." He clenched his fists. "It's obvious that if any of my schemes are ever to come to fruition, first I'll need Spider-Man's head on a pike."

"I keep telling you!" spoke up another patient from across the room. "Spider-Man is Peter Parker!"

Otto turned to give a dry look to a certain blonde. "Yes, I've heard. Spider-Man just so happens to conveniently be your best friend who you have a grudge against, and you know this for a fact because a space alien told you."

"You've seen Spider-Man in the black suit!" yelled Eddie. "And- And Peter takes those pictures for the Bugle-"

"Eddie, please, it's not your turn to talk," cut in Kafka.

"Wait, space alien?" Cletus snapped to alertness. "What space alien?"

"You don't believe me?" Eddie sprang to his feet. He wasn't three feet from Otto when the guards tackled him. "_It's real! The alien is real! It loves me! WE'RE VENOM! WE'RE-_" The screams carried down the hall as he was dragged away.

"He'd been so lucid lately," sighed Kafka. "Now then, Otto, you were saying?"

Cletus raised his hand in the air like a school student. "Excuse me, but what about the alien?"

"There's no such thing as aliens," said Kafka. "Eddie was having a delusional episode."

"There _are_ such things as aliens!" spoke up a random other patient. "I saw one once! It was shiny and it flew around on a surf board!"

Otto buried his face in his hands. "I'm surrounded by idiots."

* * *

A woman in a black jacket stood in the street, gazing wistfully at a house across the sidewalk. The suburbs of Queens were in the memories of both the symbiote's old hosts, as well as this new, temporary host. It and the woman were not Venom – There was no "we." Their relationship was a brief thing, born of convenience. The symbiote felt the faintest stirrings of the woman's conscience, but it fought it back down.

After several minutes, the symbiote tore the woman's head away from the house. Right now, its first host would be home from school. Its first love. The symbiote felt its body shiver with sickness once again. It wanted nothing more than to crawl through the window, to ooze over the boy's body as he slept, but... the boy did not love it anymore.

No, worse than that, the boy had _pretended_ to love it, had _said_ he wanted it back, but that had been nothing but a ruse. The emotions had tasted all wrong. Peter Parker... Spider-Man... was a liar, and the symbiote would not let itself succumb to the sickness until he had been punished. But this woman was far too weak for the job.

The symbiote needed its Other. It needed its Eddie.

* * *

Back in the straightjacket. Eddie sighed and stared at the ceiling. There wasn't exactly much else to stare at. He'd finally started to nod off when the door to his room creaked open.

"Hi!" A head of red hair with Easter Bunny ears poked its way inside. "Aww, poor thing. Can't move?" Cletus waltzed towards the bed. "You can still squirm a bit, though." He reached into the folds of his hospital gown. "I like that."

"Do you have it?" Eddie struggled against the jacket with all his might. "The alien? Is it in your clothes?"

Cletus paused. "The alien?" He fished through his pockets. There were sharpened plastic spoons, little chunks of wood scraped off the bed posts, and a toothbrush that'd been snapped in half so the end was all jagged, but no aliens. "Sorry, I got nothin' but shivs."

"Oh." Eddie ceased struggling, disappointment gripping his face.

"That's a fun word," said Cletus. "Shiv shiv shiv shiv shiv shiv shiv..." He spaced out for a minute. "Hey, random question, how attached are you to your arteries?"

"It's coming back for me," said Eddie.

Cletus frowned. "What is? The alien?"

Eddie nodded feebly. "It loves me. It's the... only one... who does..."

Cletus pondered this for a moment. "What's it like?"

"It engulfs your entire body... makes you one with it..."

"Wow!" His eyes filled with awe. "Can I have it?"

"_No!_" At this, Eddie's struggles resumed tenfold. "_It's not yours! It doesn't want you! It wants ME! We're Venom! WE'RE VENOM!_"

"Oh, well, if _that's _how you're gonna be about it..." Cletus looked over his shivs. Hmm... He had a wide selection to choose from, but the toothbrush was his personal favorite. "Alight, Brocky." He held it high into the air. "Open wide and say 'ah.'"

"Eddie, are you-?" At the last possible second, the door opened, and a girl stumbled into the room. The instant she spotted Eddie's visitor, she started shrieking her head off. "Jesus, he's loose!_ Security! Security!_"

Cletus spun towards her, a shiv in each hand and a big grin on his face. "Why, hello, nurse." He glanced at a TV in the corner of the room, which was currently displaying a nice, juicy hamburger. "You'd better hope those commercials end in the next three seconds."

* * *

crazytownbananapants: so yeah, turns out spiderwoman actualy has nothing to do with spiderman at all. She just hapened to get spidr powers in a compltly unrelated incidnt

kamthebattlecraftmaster: Dude, it's Spider-Man, not Spiderman. There's a hyphen.

crazytownbananapants: noone cares

kamthebattlecraftmaster: Your mom cared last night.

Guess Who?: Not that this isn't a riveting conversation, but can you answer a question?

crazytownbananapants: whoooooa, your back!

kamthebattlecraftmaster: Where the heck have YOU been? We had to get a new forum mod.

kreeskrulltruther: it was the gvrnmnt, wasnt it? they abducted you because they didnt want you telling everyone spider-man's secret ID! I keep saying peter parkor is an alien! noone ever listens to me!

Guess Who?: Last January, the black Spider-Man, Venom, attacked Peter's high school. A boy named Eddie Brock took credit for it.

crazytownbananapants:...okay?

Guess Who?: What happened after that? Where did the police put him? Where is Eddie Brock?

kamthebattlecraftmaster: Where they always put the crazy people. Ravencroft.

Guess Who?: Thanks.

kamthebattlecraftmaster: You know you could've just googled that, right?

kreeskrulltruther: i sure am glad ravencroft keeps those people off the streets. there're some real wackos out there.


	14. Subtraction

_Plink, plink, plink_.

The stupid cane made a stupid noise every time it hit the stupid hallway floor. Just a tiny little plink.

_Plink, plink, plink._

In Flash's ears, it was as loud as an orchestra.

_Plink, plink, pl-_

"What're _you_ lookin' at?" Flash shot his head towards a random student, who immediately ran for the hills. Flash snorted, then carried on down the hall.

After an agonizingly long time, Flash reached his destination – the locker of a certain dark-haired beauty. "Hey, Sha Shan." Flash flashed his flashiest grin. "I got you a chocolate bunny." He reached into his backpack to retrieve the rabbit, though it took a bit of fumbling to do it one-handed.

"That's sweet. Thanks." She gave him an apologetic look as she accepted the chocolate. "I, uh, I forgot this Sunday's Easter. I didn't get you anything."

"It's cool. I already got the best present. The doctor said my leg's almost better. This time next week, I'll be walking around without this thing." Flash gestured to his cane.

Sha Shan smirked. "Anxious to return to the world of the bipedal like a proper neanderthal?"

"Uh... Yeah." Flash smiled and nodded – his default response whenever he didn't understand a word she'd just said. "I'm really itching to play football again. Maybe this time we'll actually win _without _a snotty rich kid juicing."

"Yeah..." But at this, Sha Shan glanced away. "What about the drama club?"

Flash looked blank. "What about it?"

"I just thought..." She brushed a strand of hair from her eyes. "...you'd make a good Biff Loman, that's all."

"Sha Shan?" Flash hobbled towards her, but she drew away. "You okay?"

"No, I... To be honest, something's just been bugging me." Sha Shan let out a sigh. "Look, Flash, we both know you're the jock and I'm the nerdy drama girl, so... I mean, why'd you ask me out in the first place?" She met his eyes. "Nobody's ever... gone out of their way for me like that before."

"Why'd I ask you out? Uh..." Flash thought back. "Oh yeah, I remember!" he blurted out. "Liz broke up with me to get with Puny Parker, and then I needed someone to invite to my party, and you were the first hot girl to walk-" He hiccuped. "I mean, and then I noticed you were in the theater magnet, and, uh..."

This, apparently, was the wrong answer.

"I see." Sha Shan promptly returned the chocolate bunny to his hands. "Here, you might want to save this for the next hot girl who walks past." She stormed off.

"Sha Shan, wait, that's not what I- Come back!"

_Plink, plink, plink_.

* * *

The holidays are still the holidays, even in insane asylums. Ravencroft's lounge area was overflowing with fake grass, plastic Easter eggs, a guy in a horrendously uncomfortable-looking rabbit costume, and hordes of inmates running around yelling, "I knew it! I knew the Easter Bunny was real!"

And, in the darkest, dankest corner of the room, a certain overweight mad scientist sat, scowling as hard as his scowling muscles would allow. He reached for his "EVIL GENIUS" mug, but with a sudden _crash_, it fell to the floor and shattered into a million pieces.

"Whoops!" Peter backed away from the coffee table, holding his hands up innocently. "I am _so_ sorry, sir! I'm such a klutz-"

"Watch where you're going, you insolent brat! That was my favorite cup!" Otto looked just south of seething with unbridled rage, but when he had the proper amount of limbs, he wasn't quite as threatening.

"Yes sir, of course, I'll just be out of your way." With that, Peter scurried back over to where Gwen was waiting. The instant Doc Ock was safely out of sight, Peter's face overflowed with smugness.

"_Peter,_" Gwen said with barely restrained laughter, "were you taunting the imprisoned supervillain?"

"Me? _No._ That'd be petty..."

The couple made their way to the front desk, where a chubby, gray-haired lady was absorbed in a book.

"Hi, I'm Gwen Stacy," said Gwen. "I have an appointment to see Eddie Brock with my boyfriend." She gestured to him. "Peter Parker."

"Peter Parker?" the lady said, not looking up. "You mean the kid Brock swears up and down is Spider-Man?"

Peter promptly jumped out of his skin. "_What? __N__o! I'__ve never even heard of Spider-Man! __Why, __is he some kind of superhero?_"

"Don't flatter yourself, hon. You're too small to be the Wasp, let alone Spider-Man."

"Oh, come on! I'm clearly the exact same size as-" Peter earned himself an elbow to the ribs from Gwen.

"Look, I work at an asylum. I've met twelve Spider-Men, five Captain Americas, and a guy who was convinced the Invisible Woman was stalking him." The lady gave Peter a sour look. "It gets a little old."

"Well, that's... something." Gwen took Peter's arm. "We'll just be visiting Eddie now-"

"Did you say Eddie?"

Peter and Gwen spun their heads to the front entrance, where a woman was heading towards them. She was pretty, maybe in her twenties, with long dark hair and some kinda leather biker jacket that didn't look as cool as she probably thought it did. She was exactly the kind of girl Eddie would date.

"Hi," said Gwen, frowning. "You know Eddie, too?"

The woman nodded. "I met him at Empire State."

Peter and Gwen traded glances. Weird... Eddie had never said anything about having a college girlfriend.

"So you're his friend?" said Peter.

"Something like that." The woman looked to the lady behind the front desk. "What room is Eddie in?"

"Two-O-four B," the lady said, eyes locked on her book.

"Thanks." The woman started to move for the hall, but Peter blocked his path.

"Sorry, I don't think Eddie ever mentioned you." Peter gave the biker jacket a suspicious glare. "What did you say your name w-?"

"_Everyone out of the halls!_" That instant, a doctor bolted into the lounge, utter terror on his face. "_Kasady's loose again! __He's got a knife, and- and he grabbed__ a __nurse__!_"

The asylum-goers' reactions were a mix of terrified screams and annoyed groans.

"For God's sake, that's the third time this month," said Otto, rising to his feet. "Can't you buffoons keep one scrawny ginger in check? Kasady's hospitalized more people while locked up in Ravencroft than the entire Sinister Six combined!"

Back by the front desk, Peter gave a start. "What? Who is this guy, some kinda serial killer?"

"Let me put it this way," the desk-lady said as she fished for her bookmark, "when Cletus Kasady was eight, his pet cat fell into a meat grinder right in front of him-"

"That poor man!" gasped Gwen.

"-and then when he was fourteen, his girlfriend tripped into the middle of the street and got ran over, and then when he was twenty, his parents' house caught fire – You seeing the pattern here?"

"Oh," said Gwen.

"_Well in that case, we'd better get outta here as fast as possible! __C__ome on, Gwen_-" Peter grabbed her hand and hurried out the door, past a couple security guards watching the exit. As soon as they were safely out of sight, Peter dived into some nearby bushes and unzipped his backpack.

"You- You don't think the guards can handle him?" Gwen said breathlessly.

"Can't hurt to have a little spider-themed insurance." Once the mask was firmly over his face, Spider-Man doubled back towards the building.

"Peter, wait, what about-?" But he'd already hopped inside through a window.

Something here felt... off. Gwen's eyes flitted back towards Ravencroft's front entrance. She kept vigil for several minutes. The guards evacuated plenty of panicked patients and visitors, but not included among them was the mysterious woman with the pitch-black biker jacket.

Gwen shut her eyes, and for the briefest of seconds, she was dangling from a parade balloon again. But... no, no, she was just being paranoid. Back when Magneto had attacked the school, Peter had made a big fuss about having precognition, hadn't he? If that woman was Venom, his spider-vision would've buzzed or whatever. Gwen breathed a sigh of relief.

She was sure everything was fine.

* * *

The instant his door creaked open, Eddie ceased struggling against the straightjacket and spun his head to the entrance. Standing in the doorway was a beautiful woman... but the jacket on her back was far more beautiful than she could ever hope to be.

"Do you have it?" Eddie's heart was beating faster. "Is it in your clothes?"

A big, wide smile crossed the woman's face. "Was it really that obvious?"

* * *

"_Oh God... God, please, don't-_"

The only thing louder than the nurse's sobs was Cletus's laughter. The volume of his cackles only increased as he pinned the girl against the hallway floor, a shiv hovering above her neck.

"There's no need to get so upset." Ever so gently, Cletus pressed the tip of the shiv up under her chin. "There's no need to get so _anything_. It's pointless. Everything is pointless. All I'm trying to do is show you... show you the chaos."

"_Please... I- I have a daughter!_"

"Yes, I know," nodded Cletus. "Don't worry, I'll kill her, too." The shiv began its descent...

_Thwip._

...and was immediately yanked away by a strand of webbing.

"Geez, man, who peed in _your_ Cheerios?"

"_You?_" Cletus spun towards the ceiling, snarling.

"Oh, look, a crazy murderous ginger." Spider-Man crumpled the shiv like it was made of paper. "If you put on a goblin costume, I will friggin' scream."

"You're ruining everything!" yelled Cletus. "I need it! _I need __it__!_"

"Okay, okay, we'll get you some Cocoa Puffs! Calm down." Before Cletus had time to try anything else, Spidey shot out a glob of webbing that pinned him to the far wall.

"You alright?" Spidey dropped down to the floor to check on the nurse, but she ran off screaming before he could get a good look at her. Spider-Man sighed and shook his head. "Ah, well, I didn't want her thanks, anyways..." He glanced back at the squirming Cletus, whose mouth had been mercifully covered over. "Now then, with bees-for-brains all webbed up, the next order of business is checking on that shady chick with the black jacket. Given how much the universe loves me, I've got a bad feeling that's Venom."

No sooner was the word out his mouth than the door at the far end of the hallway exploded. "Say our name and we magically appear!"

"HEY!" yelled Spider-Man. "Get your own material!"

Ugh, Spidey was afraid Venom would rear his slimy head again. There he was, standing in the destroyed remains of the doorway to Eddie's room, looking as slobbery-tongued and top-heavy as ever.

"Ahhh, it feels so good to be back!" said Venom, stretching his symbiote-covered muscles. "Now the question is, do we kill Spider-Man now or wait until we've killed all his loved ones?"

"How about choice C?" Spidey crouched into a fighting stance. "You finally realize you're being possessed by an alien and every word coming out your mouth is crazy?"

"Hmm..." Venom pondered this for a moment. "Nah. Our way's more fun." He dived out a nearby window.

"Dang. They _never_ pick C..." Spider-Man quickly followed suit.

The two of them (or three of them, depending on how you counted) landed by Ravencroft's front entrance, where Gwen had been waiting. The instant she spotted the big, black slime monster coming at her, she shrieked and ran for it.

_Thwip. _A black tendril shot after her.

_Double-thwip!_ But then a gray tendril latched onto Venom's back, and he was swung into the far wall. Venom went crashing through the building, sending rubble every which way. Spidey couldn't help but wince – though luckily the lobby had already been evacuated, so no one got hurt. Wow, Cletus had actually done something helpful.

"You okay?" Spider-Man spun towards Gwen, who looked not unlike a veteran in the middle of 'Nam flashbacks.

"You- You said your powers would warn you about stuff like this!" she managed to say.

"It doesn't work on Venom! I was bonded to the symbiote for so long, my spider-sense doesn't register him as a threat!"

"That's stupid! What, your spider-sense can judge how _friendly_ the imminent danger is-?"

"_I don't know how my spider-sense works, okay? It just does! Is now really the best time for this?_"

"Right, sorry. Running away now!" Gwen bolted for the streets.

"Call your dad!" Spider-Man yelled after her. "Tell him to bring plenty of tranq gas!"

Suddenly, Spidey felt something cold and slimy wrap around his waste. Man, he hoped Gwen's dad got here fast...

"Agh!" Spider-Man was dragged through the hole Venom had made, landing in one of the asylum's nondescript hallway. He tried to struggle, but that got pretty difficult once Venom's slime wound its way around his throat.

"Maybe now people will believe us." Venom's face peeled back to reveal a smug-looking Eddie. "Maybe now they'll all listen to us when we say that WE, EDDIE BROCK, ARE VENOM, AND YOU, PETER PARKER, ARE SPIDER-MAN!" He glanced around, but the only people who'd heard him were the crazies in their cells. "Hmm, let's adjourn to a more public venue, shall we?"

Spidey was dragged along by his neck. _Eff my life eff my life eff my life eff my life..._

"HELLO, NURSES!" Apparently, Eddie found the staff break room suitably public. "LOOK, IT'S US, EDDIE BROCK! WE WEREN'T LYING ABOUT THAT ALIEN AFTER ALL! AND LOOK WHO WE'VE BROUGHT WITH US – OUR GOOD FRIEND PETER PARKER!" He reached for Spider-Man's mask...

_Thwack._

...and was promptly kicked away. Spidey had gotten his second wind, finding the strength to do a backflip and rip the symbiote off his neck so he could gasp for breath.

"Indoor voices, Eddie." Spider-Man waggled a disapproving finger.

Luckily, the nurses seemed more concerned with running for their lives than learning Spidey's secret ID. Venom reluctantly put his face back over Eddie's – What was the point of having a scary monster-face if you were just gonna keep it peeled back all the time?

"Oh, well," Venom grinned, "we're sure people will listen to us once 'Guess Who?' uploads a dramatic video of us unmasking you to the world. It'll certainly give the people on our forum something to talk about. We've neglected them for so long..."

"What, they don't have wi-fi in insane asylums?" Spider-Man swung his fist as hard as he could.

"It's a little hard to type in a straightjacket." Venom caught the punch with his hand, then responded in kind. "You'd be surprised how helpful our little forum-goers can be, though. They were the ones who told us where to find Eddie, and then imagine our delight when you came straight here while we were stalking you. Saved us the trouble of having to figure out how to work a GPS."

The blow had sent Spidey skidding, but he quickly collected himself and hopped up to the ceiling. "Well, sorry to burst your bubble, but if people believed half the stuff they read about me on the internet, they'd all be thinking I'm a space alien government spy who doesn't know how to shot web."

"That's alright." Once again, Venom copied Spider-Man, hopping up onto the ceiling. "Maybe we'll just post a detailed expose on Dr. Connors's cross-species experiments – specifically those genetically-altered spiders of his, and how they can give people spider-powers, and how Peter Parker, the kid who takes all the pictures of Spider-Man, _just so happen__s_ to be interning at Connors's lab."

"Hey!" Spidey shot web- err, shot _a_ web at Venom, but he dodged with lightning speed. "Come on, Eddie, your vendetta against me's stupid enough, but don't drag the Connors into it! Do you even realize what you're saying? You were practically family to them!"

Venom retaliated with his own web, and, Spidey was ashamed to admit, without spider-sense, he wasn't quite as good at dodging.

"We don't have a family!" spat Venom. "We're sure it was easy for you to forget while your precious aunt was baking you wheatcakes, but _we_ grew up alone! Well, guess what, 'bro?' We don't need a family anymore! We don't need Gwen, we don't need the Connors, and I _definitely_ don't need _you!_ I have all the family I need _right here_." He pointed a thumb at his white chest-spider.

Beneath the mask, Peter raised an eyebrow. "'I?'"

"_We!_ _We _have all the family we need!"

Peter's lips curled upwards. "Aww, is your crush on the symbiote a weeny bit one-sided?"

"_Shut up!_ It doesn't want you anymore! It wants m- _us!_ It wants us! It-" Suddenly, Venom plummeted off the ceiling and made a crater in the floor. "What the-?" The next thing Spidey knew, Venom was kneeled over, puking out what looked like half-digested mice. Great, because Venom wasn't disgusting enough before.

"Something's wrong." Venom's face once again peeled back to reveal Eddie's. "We're- It's- It's sick." He blinked in surprise. "It's sick. I can feel it. It's... dying." Slowly, his head turned towards Spider-Man. "The gene cleanser. _You_ did this! You poisoned it!"

"I did?" said Spider-Man. "Awesome! One less evil alien in the world!"

"No..." Eddie's voice was shaking with horror. "It won't end like this. It can't! I... won't... die..." Venom's face crawled back over Eddie's. "..._alone!_"

A wave of blackness shot towards Spider-Man, but he tumbled out of harm's way, dropping back to the floor and dashing through another door. Venom gave chase, using his tendrils to carry himself Doc Ock-style. The cooky couple ended up back in the lounge area. By now, it was empty save for the guy in the bunny suit cowering in the corner.

"No more screwing around. If we don't have time to ruin your life, we'll just _end it!_" Venom aimed his fists and started firing web-bullets big enough to take Spider-Man's head off. It was all Spidey could do to keep dodging them all.

"Don't worry, Spider-Man!" called out the Easter Bunny guy. "Venom's gotta run out of webs eventually!"

"Actually, we never run out," said Venom. "Our web-shooters are organic."

"Huh. I thought they were mechanical..."

Oh, man, Spidey couldn't keep dodging these things forever. With Venom's fists firing like machine guns, so much as one bullet grazing Spider-Man's leg would be enough to cripple him. There had to be a way out...

"Aha!" Spidey grabbed a nearby TV remote off a coffee table with his webs, then aimed it at the widescreen TV beside Venom and cranked up the stereo to max.

"_BREAKING NEWS! YOU PROBABLY DIDN'T THINK THE SINGER'S BABY WOULD BE FOUND DRIVING THE CAR FOR A FIFTH TIME, BUT TUNE IT AT FOUR, AND YOU MIGHT JUST BE SUPR-_"

Venom stumbled back, hissing, but there were only a merciful few seconds before he managed to smash the TV into a million pieces. "Just for that, we're going to make your death _unpleasant_." Venom turned back towards Spidey.

But Venom wasn't expecting to find Spider-Man lunging for his face. "Wha-?"

"You look thirsty!" Spidey landed on his shoulders. "Here, let me give you a nice, refreshing beverage." He reached into his pocket and pulled out a vial of yellow liquid.

Look, Spider-Man wasn't stupid. He knew eventually Morbius would corner him in a dark alley or Connors would turn back into the Lizard somehow or Kraven would show his stupid furry face again. After the little tussle with Morbius and Man-Wolf, Spidey had gotten in the habit of keeping some spare gene cleanser on his utility belt, and right now, he was giving himself a _really_ big pat on the back for that.

"No! No! Please, you'll kill us!" Venom tried to squirm, but Spidey was already pouring the vial down his throat. The cleanser trickled towards his tongue... but at the last second, the symbiote jumped off its host. The cleanser landed in Eddie's mouth, and seeing as Eddie already had a hundred percent human DNA, all it did was make him cough and sputter a bit.

"Come on, Venom, take your medicine!" Spider-Man reached into his belt and uncorked his backup vial. "Open wide. The airplane goes in the tunnel..." He tried to splash the cleanser directly on the slime – As far as Spidey could tell, the symbiote was an amorphous blob, so that mouth was just for show – but the symbiote dived back onto Eddie's ankle to dodge.

"Oh no you don't!" Before it had time to turn Eddie back into Venom, Spider-Man gave him a nice, strong punch to the face. It was hard enough to knock Eddie out cold, but not hard enough to break anything – Spidey had learned his lesson from the Grizzly. The monster-face and white spider emblem reformed over Eddie's slime-covered body, but he stayed on the ground. "Guess Venom's staying unconscious."

"_Correction_." Venom gave a sudden lurch, making Spidey come dangerously close to wetting his tights. "_Eddie Brock is unconscious. I am still very much awake._" Venom rose to his feet, but something about his posture was off. He moved almost like a marionette. That wasn't the part that sent shivers down Peter's spine, though. No, that'd be Venom's voice. Usually, it sounded like Eddie's regular voice, but with a kind of alien distortion to it. Now, though, it was all distortion, no Eddie.

"Oh, that's right." Spidey yanked the far door open with a web so the Easter Bunny guy could flee. "I forgot you can take your hosts' bodies for joyrides while they sleep. Add that to the list of reasons I broke up with you." Now that the civilian was out of harm's way, Spider-Man darted through the open door, but he wasn't three feet through the next hallway before Venom pounced on him.

"_Where do you think you're going?_" For the next couple seconds, the two of them traded blows. The problem was, given Eddie was unconscious, Venom didn't seem to care how hard he was hit. The same... couldn't be said for Spider-Man.

"Yeah! Get him!" a voice called out. "Kill that freak!"

Spidey managed to turn his head from the fight long enough to see who was in the cell behind him. "Maxie! Your moral support means the world to me, pal!"

Behind the bars, Electro scowled at him. Well, it was a little hard to see his expression under the containment suit, but Spider-Man assumed he was scowling. "I'm not cheering for _you_, Wall-Crawler."

"_Then you've picked the right side_." A tendril shot out of Venom's hand, latched onto the cell door, and yanked it off, and then another one made short work of Electro's inhibitor bracelets.

"Now we're talkin'!" The instant he was freed, Electro slid his helmet back to show off his full head of lightning-hair. "One deep-fried spider, coming right up!"

"Yes!" Spider-Man fist-pumped. "I love fighting Electro!"

"Time to d- Wait, what?" Electro did a double-take.

"Well, not one-on-one." As he spoke, Spidey made sure to position himself exactly between the two supervillains. "But, like, every time you're in a group, you get all angry and zap your teammates like a complete doof."

"Really?" Electro sneered. "You think I'm stupid enough to do that again?" He shot out a nice, small burst of electricity that made a wide arc around Venom.

"Well, to be fair, you _do_ have a long history of stupidity," said Spidey, dodging. "And sometimes you get really irrationally angry over nothing... _Max_. Maxie. Maxwell. Doofimus Maximus."

"Oh, please." Electro stomped his foot, sending out a shockwave. "I don't care if you call me 'Max' anymore. I know you're just trying to goad me."

"Wow, Ravencroft's anger management courses really work." Spider-Man side-stepped a mix of lightning and symbiote-webs.

Electro's eyes narrowed. "Glib doesn't equal clever, Spider-Man."

"'Glib?' Now where have I heard that one before?" Spidey feigned thoughtfulness as he ducked a swipe of Venom's fist. "Oh, I remember! That's one of Doc Ock's lines!"

At this, Electro tensed. "So what if it is? Otto Octavius is ten times the man you'll ever be."

"D'aww, your boyfriend's giving you vocab lessons! That's so sweet!"

"_What _did you say?" It was a little hard to read his expression under all the electricity, but Spidey had a feeling Electro wasn't too happy.

"Oh, come on, we've all seen the way you look at him, Maxie. Those wistful glances during Sinister Six luncheons. Those-"

"_You just cracked your last joke, freak! You can insult me all you want, but you do NOT bring HIM into it!_"

"Hey, dude, I understand! Prison changes people-"

"_SHUT UP!_"

Aaaaand three... two... one... _Zap_. Right on cue, Spidey jumped out of the way, and Electro's blast instead hit Venom right in the chest-spider.

"_Argh! Watch it!_" Venom didn't take too kindly to this. He apparently figured Electro was doing more harm than good, so he fired some web-bullets to knock him out.

"Ah, don't worry, Maxie." Spidey bounced over to pat the fallen Electro's shoulder. "Our society's really come to accept romance between a man and an octopus."

"_Well, that was a fun distraction_." Venom lunged at Spider-Man, but he once again dodged. "_But I'm done playing around. The clock's ticking_."

Spidey tried to go for the third vial on his utility belt (Look, he fought a LOT of genetically-altered supervillains, okay?), but suddenly a black tendril wrapped around his ankle. "Gah!" Spidey was yanked off his feet.

"_You want to know something funny?_" Venom laughed – which, with his new alien voice, sounded extra creepy. "_I actually didn't want to kill you. Brock did, but not me. __It was my little secret I kept from him._"

Spider-Man had a really sharp retort ready, but the black slime over his mouth stifled it.

"_All I truly wanted was__ to break you._ _I wanted your loved ones gone. I wanted your powers gone. And when you were broken and alone and empty like Brock..._" Venom leaned in until their faces were almost touching. "_...__then you would __need__ me, and you would take me back_." He ran his tongue over Spider-Man's face.

Ugh, now Peter was gonna have to bleach his mask. That always made it look pink...

"_But all of that's changed now._" More and more slime wrapped itself around Spidey, dragging him towards Venom. "_My life's almost up, Peter. I can feel the poison growing __inside__ me, like a tumor. You've killed me... and here I thought __that was against your rules._" He shook his head. "_'Uncle Ben wouldn't approve, __'__remember?_"

"E-Evil aliens... don't... count..." Spider-Man got out, strangled.

For a minute, Venom took this in silently. "_Well_," he finally said, "_i__f that's how it __must__ be..._" The slime wrung Peter's neck. "_...then all three of us will die together!_"

Oh crud... Oh poop... Oh humina humina humina, this was bad. Peter was seeing stars. He just... had to get the... slime off his neck... and then...

All of a sudden, the world came back into focus, and Spider-Man rolled up the bottom of his mask so he could suck in as much air as possible. The symbiote had just let him go. But why...?

Spider-Man's eyes fell on Venom, who was once again kneeled over, retching.

"Oh, the cleanser's killing you right in the nick of time." Spidey gave a grateful look to the heavens. "Wow, God doesn't hate me after all."

"_Blck!_" A cascade of goop spewed from Venom's mouth and onto the hallway floor.

"Eww..." Spidey took a step back, eyeing the freshly-hurled slime warily. "Did you just puke blood?"

"No, no..." Eddie, apparently, had woken back up – The voice now sounded like his own. And it was shaking... with delight. Venom ran his hands through the red slime, giggling to himself. "Don't you see? We were wrong. We weren't dying. We... We were having a baby."

Spider-Man brought his palm to his forehead. "Please tell me _I'm_ not the father..."


	15. Multiplication

_Plink, plink, plink._

At Flash's approach, a flock of birds darted off towards the clouds. Somehow, after school, Flash had found himself wandering through the heart of Manhattan. He'd wound up at a small park where he and Kong had used to throw footballs. Y'know, back when that'd actually been possible. Flash scowled at the bandages _still _wrapped around his foot.

One more week. Just one more week, and then Flash could go back to playing football and getting scholarships and maybe joining the military if the whole football thing went south and doing all the other stuff that needed a _non_-broken leg. Flash's life wasn't ruined after all. He should've been happy.

Flash kicked an empty soda can towards a stray pigeon. "Ow! %#$#!" In hindsight, he probably should've kicked it with his other foot...

Stupid Sha Shan! Ugh, girls were impossible! What'd Flash done wrong? Why was she so ticked at him? Was it because he didn't wanna be in _A Telemarketer Dies_ or whatever? That was so unfair! Flash had already done a whole play for her! He'd spent hours of his life memorizing all those stupid ancient fancy-pants words written by- by- by that guy who wrote all those plays! What, was Flash supposed to stay in drama club for the rest of his life?

It wasn't like this was the first time Flash had had girl problems. Liz had left him for _Puny Parker_, for God's sake! But Sha Shan was different. She wasn't just any girl. She was more than that. And was it really Flash's fault that he hadn't quite been able to put that into words when she'd asked?

Flash was shaken from his thoughts by his phone lighting up. He glanced at the screen:

_OMG, OMG, spiderman and some supervillain barged into the break room, scared the CRAP outta me! #spideysighting #ravencroft_

Oh yeah, Flash had this app that told him every time someone tweeted Spider-Man's location. Ravencroft? That asylum in Westchester? Cool, that was nearby! Maybe Flash could drop by and see the dude in action? That always cheered him up.

With that decided, Flash turned around and hobbled his way out the park. Spider-Man was the best. Flash bet _he_ never had girl problems...

* * *

Okay, okay, Peter had to remain calm. No need to panic. There was just a newborn symbiote wriggling around the halls of Ravencroft, that was all. Just a little baby symbiote. No big deal. And Peter probably wasn't _really_ the father because 1) _EWW_, and 2) the Venom symbiote clearly had some kinda crazy alien biology. It'd probably just reproduced asexually with no, err, human DNA harvesting required. Spidey breathed a sigh of relief. The Bugle didn't pay him enough for Venom's child support...

Wait. An evil alien that reproduced asexually? If someone didn't do something fast, the whole planet could be up to its ears in symbiotes! Oh man, it was the Matthew Broderick _Godzilla_ all over again!

Spider-Man made a dive for the red symbiote, but Venom blocked his path, snarling. "Touch our baby, and we will make you _regret_ it." Looked like he'd gone into full "mama bear" mode.

"Aww, but I was just trying to give him my baby shower gift." Spidey fumbled through his utility belt, but he was fresh out of gene cleanser. Great, the rest was still webbed up under his bedroom desk, and something told Spidey he didn't have time for a quick commute home.

Venom ignored the Web-Head, instead crouching to scoop up the red slime in his hands. "Shh... It's alright, little one. We've got you." The ooze sifted around in his fingers like it was feeling out its surroundings. "Come on, let's find you a host." Venom glanced at the unconscious Electro for a moment, but he seemed to decide against it. Good, the world wasn't ready for the rise of "Velectrom."

Suddenly, the big old mouth on Venom's stomach opened up, lapped up the red slime with its oversized tongue, and then smoothed back over. It was like a kangaroo pouch, only... freakier. The next instant, Venom was darting down the hall.

"Hey, wait up!" Spider-Man gave chase, but he could only go so fast on foot, and there wasn't exactly room to web-swing in here. "I, uh, don't suppose it's too much to hope you happened to be pregnant _and_ dying?"

"We feel better than ever, thanks for asking," Venom called back as he turned the corner. "And good news – since we've still got a long life ahead of us after all, we can keep on dedicating it to ruining yours!"

"Y'know, the true meaning of Easter _is_ forgiveness..." Spidey fired a web, but he wasn't great at hitting a moving target.

"Oh, don't worry, we'll be getting into the Easter spirit soon enough."

Spider-Man rounded the corner, but Venom had already vanished. Dang it! Where could he have run off to? Spidey frantically skimmed the hallway's doors. Venom had to have gone through one of these... Hmm... Knowing Venom, he'd want to give his newborn baby a host ASAP so they could gang up on Spidey. But not just any poor schmuck would do – It'd have to be someone with plenty of negative emotions for the red symbiote to feed off of.

But who...?

* * *

Cletus struggled against the webbing, but it wouldn't budge. This was so unfair! All Cletus had wanted was to chop a nurse into tiny bits! Was that too much to ask? If... If Cletus could just get to the spare shiv hidden up his sleeve... then maybe he could escape and catch that spider-person off guard. Cletus had never killed a superhero before. Now _there_ was an exciting thought.

But before he could even get close to his shiv, Cletus found the webbing ripped off his mouth by a set of black claws. "W-Wha-?"

"Hey there, Cletus." A big, dark figure descended from the ceiling, giving Cletus a toothy grin. "We told you it'd come back for us."

"The- The alien?" Cletus's eyes widened with awe. "Brock's alien? You're here? I'm not just seeing things again?"

"For once, no." The alien leaned in closer, inspecting him with its gooey, white eyes. "Say, Cletus, you were pretty enthusiastic about getting an alien of your own, weren't you? If you were hypothetically to receive this alien... would you help us kill Spider-Man?"

"Yes! Yes!" If Cletus's heart thumped any faster, it'd burst. "I'll kill! I'll kill _lots!_"

"That's what we like to hear." The next thing Cletus knew, a second, larger mouth was forming on the alien's stomach... which promptly puked all over Cletus's face.

Cold. Cold, cold, but... a good kind of cold. The kind of cold than enveloped your entire body. Cletus was suffocating! He was- No... No, _it _was breathing for him... His vision had gone red, and Cletus's head was throbbing, but somehow he didn't mind. He could feel it in his head. He... He wasn't alone anymore.

* * *

The answer had hit Spider-Man like a ton of bricks. Who had more negative emotions than a serial killer?

"Eddie, stop, you can't-" He was too late. By the time he reached the hall where he'd left Cletus, Venom was already standing before the remains of Spidey's web-cocoon. And something was emerging from it... Something big and red. "_Eddie._" Spider-Man took a step backwards. "You didn't."

"What?" smirked Venom, patting his son on the shoulder. "We thought Cletus could use a partner, and we found someone just _perfect_ for him."

"Thanks, eHarmony," Spidey deadpanned.

Cletus took a shaky step forward. Hoo boy. With all the craziness going on in his life, sometimes it was hard for Peter to truly appreciate the fact that one of his rogues gallery was an _actual alien_ from _outer space_. The big, lanky, red _thing_ was... Well, it wasn't just a recolored Venom. It had the same face, the same white eyes, but other than that, it didn't really look like the black Spider-Man costume at all. In place of the white spider symbol, there were pitch black "veins" running through the thing's chest. Other features included razor sharp fingertips, little wriggling tentacles coming out its back, and a frankly absurd amount of teeth. Like, how many fangs did it really take to rip someone to shreds? Sheesh.

"We told you we'd be getting into the Easter spirit," said Venom. "You be Jesus... We'll be the Romans."

"_Cut__ting__! Cutting! Cut__ting__!_" Cletus lunged-

"Whoa nelly- _Gah!_" -and Spider-Man failed miserably at dodging. He found himself tackled and pinned against the floor. Man, for a newborn, the red symbiote was _fast_. Oh, and, naturally, it'd inherited its dad's spider-sense immunity. "Cletus, no! Cutting bad! Cutting very bad!"

"_Cutting! Cut__ting__! Chop, chop, chop!_" It was all Spider-Man could do to grab onto Cletus's slime-covered arms and keep those razor-sharp fingertips away from his beautiful face.

"That's our boy," Venom grinned, crawling towards them on all fours. "But let's keep him alive a bit longer, shall we? We don't want it over too soon."

"Are you kidding?" laughed Cletus. "The killing's the best part. Watch this!" At his words, his fingers started to twist and stretch, and the longer they grew, the closer the distressingly sharp tips got to our hero's face. "Now hold still."

"Whoops! Sorry!" But Spidey freed himself with a sudden swing of his leg, sending the alien-lunatic duo flying into the far wall. "I always get 'hold still' confused with 'kick me in the face.'"

"Are you okay?" Venom rushed to his baby's side, but Cletus manages to peel himself out of his crater all on his own.

"I'm getting a little impatient," he hissed. Huh. No 'royal we?' Guess that was just Venom's shtick. "I say we chop him into bits and be done with it."

Spidey felt it was a good time to dive for a nearby window.

"Uh-uh-uh, no escaping, spider." But a set of red tentacles grabbed his ankles and yanked him back to the floor.

Spider-Man squirmed against the red slime, but he couldn't stop it from reeling him towards Cletus like the catch of the day. "Ow! Hey!" He tried to rip the slime off, but Cletus's tentacles felt different from Venom's. Venom's slime was sticky, probably because it was used to copying Spider-Man's webs. Cletus's, on the other hand, actually left Spidey with gashes on his hand where he tried to grab it. The red symbiote was... sharp?

"Alright, we've got him." Suddenly, Venom placed himself between the monster and its victim. "Now let's make him watch as we pick off his loved ones!"

Cletus's white eyes shifted so he was giving Venom a dry stare. "Why bother? Once he's dead, he's dead."

"See, now _there's_ a pragmatism too much of my rogues gallery is missing." Spidey seized the distraction to burst out of the slime. Note to self – Breaking out of the sharp red symbiote slime was possible, but also very, _very_ painful. "Ow, ow, ow..." Spidey dived out a window, and this time the aliens were too off-guard to catch him.

As soon as he was in the air, Spider-Man shot a web to a nearby building and swung off, clutching his chest. When this was all said and done, his costume wasn't the only thing that'd need to be sewn up...

The aliens, of course, immediately swung after him on their own symbiote webs. Good, now Spider-Man just needed to lead them somewhere with no civilians around... Preferably somewhere noisy. Maybe back to that church with the bell-

"Ugh, this is boring!" Suddenly, Celtus dropped down onto the sidewalk, causing Spidey and Venom to halt their swinging. Spidey stuck to the side of a building to observe from afar, while Venom landed next to his kid.

"What are you doing?" Venom hissed. "You said you'd help kill Spider-Man!"

"He moves too fast!" Cletus let out a petulant groan. "Can't I kill someone else? How about... that guy over there?" He shot his head towards a random bystander, who'd been busy gaping at them. The instant Cletus made eye contact, the man ran for it, but a red tentacle shot after him.

Spidey was just about to leap into action... but then Venom beat him to the punch.

"Stop it!" he snapped, grabbing the tendril until the pedestrian was out of harm's way. "We don't want to kill anyone else! Only Spider-Man and his loved ones!"

"Well, now you're just being close-minded." Cletus shot a tendril off in the opposite direction from Spidey. "Look, I've got better things to be doing. Go kill the spider-guy on your own."

"_G__et back here! We're your __pare__nt and y__ou will listen to us__!_"

But Cletus had already swung off.

"Aww, they grow up so fast." Spider-Man hopped down next to Venom.

"What... What have I done?" For the slightest of moments, the alien quality in Venom's voice was gone – It was just Eddie talking.

"Oh, so _now _you realize hurting innocent people is bad." Under his mask, Peter scowled. "You seemed fine with dangling Gwen off a balloon."

Venom stayed silent, hiding his face. When he didn't reply, Spider-Man turned away and web-swung after Cletus.

Spidey didn't have time to deal with Venom right now. As much of a jerk as he was, he at least never attacked random civilians. Cletus, on the other hand... A serial killer backed by symbiote-power? The thought made Spider-Man shudder.

Luckily, by the time Spidey found Cletus, he was surrounded by a squad of New York's finest. The officers were deck out in full-on riot gear, tranquilizer guns at the ready. Oh, good, Gwen had remembered to tell her dad to bring plenty of tranq gas. Spider-Man perched himself on a rooftop a safe distance away and watched the gas do its thing. Now they just had to wait for the spawn of Venom's loins to pass out, and the NYPD could haul his unconscious keister to the Vault where he couldn't hurt anyone. Beautiful.

Soon enough, Cletus was enveloped by a noxious green cloud. Unfortunately, after a minute, there was a distressingly low amount of "dropping unconscious" and a distressingly high amount of "laughing maniacally" going on.

"I hope you weren't expecting me to go down _that _easy." Through the fumes, Spider-Man could make out the symbiote's face – or lack thereof. His regular mouth had been smoothed over with red, and now instead he was talking out of a big mouth on his stomach. Great, of all the tricks he could've learned from his dad...

Wait a tick. If the NYPD's knockout gas was useless, then those officers were defenseless! No sooner had the thought struck Spider-Man than a swarm of red tendrils shot towards the police.

"Oh, that _can't_ be good." He swung towards them as fast as he could, but by the time Spider-Man reached ground level, Cletus was already hurling officers around like rag dolls.

"You can't stop me." As the last of the gas cleared, Cletus's tummy-mouth vanished and his regular one returned. "I'm not a person. I'm just an aspect of the rule that governs everything – chaos. I'm going to show you just how worthless your lives really are. I'm going to make a trail of corpses from here to the Pacific." He pulled himself to his full stature. "_I'm Carnage!_"

"Blah blah blood blah blah murder!" The next instant, Spider-Man gave Carnage a nice, strong punch to the kisser – even knocking lose a couple teeth. "Look, I'm sure people found you very edgy back in the nineties, but-"

"_You again?_" Carnage went skidding, but he quickly regained his stance. "You're not going to quit trying to stop me, are you?"

"Yeah, crazy, right? It's like I'm some kinda superhero or something."

Carnage shot another halfhearted tendril at him, but Spider-Man effortlessly dodged. "You jump around too much. Killing you's not worth the trouble." Suddenly, Carnage spun around and fired a particularly sharp-looking tendril at a random officer.

"_No!_" Spider-Man tried to tackle the tentacle out of the way, but he was too slow. The sharp bit was coming right for the poor officer's face at lighting speed... but then it was blocked by a giant, pitch black figure.

"That's enough!" yelled Venom. "We want _Spider-Man!_ These people have nothing to do with him!"

"Oh, come on!" Carnage threw his hands in the air. "You won't even let me kill police officers? You're the worst dad ever!"

Under the mask, Peter blinked. Was... Was Venom actually saving innocent people? Well, Peter was pretty sure the symbiote itself didn't have a conscience, so... that meant Eddie wasn't _completely_ far gone after all. He was a total nutjob, but at least he didn't want to hurt innocents. It was like Venom was some sort of... lethal protector. No, wait, that sounded stupid.

"If you won't kill Spider-Man, then we'll wrench our child from your corpse and give it to someone who will!" Venom pounced, and suddenly he and Carnage were rolling around in a great big cartoon smoke ball full of claws and teeth and slime and tentacles. Oh man, an alien vs. alien showdown. If those two kept at it, they'd tear up all of Westchester.

Wait. Westchester? Oh, duh, the X-Mansion was, like, two blocks from Ravencroft! While the aliens were distracted, Spider-Man whipped out his phone from his utility belt. Thank God he had Iceman on speed dial.

As the phone rang, Spidey glanced around the battlefield. Venom and Carnage had made themselves a nice little crater in the middle of the street, and most of the random pedestrians had run out of harm's way by now, making this the perfect place for a large-scale superhero team-up.

"Hi, Kitty speaking." A girl's voice answered.

"Uh, is this Bobby's number?" asked Spider-Man, sidestepping a stray tentacle.

"Yeah, he left his phone in my room," said the voice. "The guy's kind of an idiot. I was gonna give it back to him, but then I got, like, so distracted by this stupid Tumblr post that-"

"_Look, this i__s__ important_." As he spoke, Spidey backflipped onto a nearby wall to avoid the wrestling aliens. "Can you go get Bobby, like, _right now?_"

"Wait, who is this?"

Spider-Man sighed. "It's... It's Spider-Man." Saying it into the phone like that felt weird...

"_Ohmigod for real?_" The high-pitched squeal that hit his ears nearly made Spidey drop his cell. "I am, like, your biggest fan! I'm writing a fanfic about you!"

"A fanfic, really? Aren't there better things to do with your time than-?" Spidey caught himself. "Never mind. Listen, I need you to tell Bobby to-"

_Smash_. A red tendril went through one side of the phone and out the other. "Agh! Hey-!" The phone played an ear-bleedingly distorted rendition of Peter's _Itsy-Bitsy Spider_ ringtone for a couple seconds before being enveloped in the cold embrace of death.

"No phone calls during battle." Carnage smirked up at him. "Millennials..."

"Not cool!" Spidey yelled back down, shaking his fist. "Phones are expensive! I'm not one of those fancy rich superheroes!"

"Why don't you just betray your friends by selling their pictures to the Bugle for a quick buck?" said Venom. "That usually works for you."

"Oh, _no_, you don't get to be all self-righteous, Eddie!" Spider-Man snapped. "You put a super-powered alien on a crazed serial killer _who's currently going on a murder spree __with it__!_"

At this, Venom's face hardened. "Fine," he said tightly, "since you're such a selfless hero, you'll have no problem fighting Carnage on your own." He swung off without another word. So much for "lethal protector."

"Finally, he leaves." Without a big, musclebound alien dad to distract him, Carnage turned his full attention on Spider-Man. "Now it's just you and me."

"Oh, so you're gonna fight me after all?" Spider-Man pounced, fist raised...

"Nope!" _Thwip._

...and was promptly webbed to the side of the building by red slime. Had Spidey mentioned how bad he was at dodging without his spider-sense?

"There we go." Carnage looked tempted to cut Spidey's throat then and there, but he apparently thought better of it. "Maybe killing a superhero's not so much fun after all... Probably got indestructible skin or somethin'... Now then, time to go paint the town red." With that, he swung off, too.

"Hey! Get back here!" Spider-Man struggled against the slime, but it was no good. By the time he broke free – which, by the way, stung like crazy thanks to Carnage's "sharp webbing" – Carnage was already out of sight. _No._

Spider-Man swung after Carnage as fast as his webs would allow. He'd never lost a civilian to a supervillain, and he sure as heck wasn't about to start now!

* * *

The instant he exited the taxi, Flash knew something was wrong. Sure, Spider-Man had large-scale supervillain battles all the time, but they never involved entire streets of people fleeing in terror like this. What, was Spider-Man fighting that giant sand guy again? Maybe Flash was out of his depth here... He started to turn back around, but by then the cab had already driven off. Great. Leave the guy with the broken foot to hobble himself all the way back to Queens, why don't ya?

This presented the next problem. Most people were running down the street like a marathon had suddenly broken out, and usually Flash would've been at the head of the crowd... but he wasn't exactly in peak sprinting condition here.

_Plink, plink, plink._

Come on, come on, couldn't his stupid leg go any faster?

_Plink, plink, plink._

He'd almost rounded the corner. Just a bit farther...

_Plink, plink-_

_Thwip._

Something red and slimy wrapped itself around his ankle.

"What the-? Agh!" The next thing he knew, Flash was strung upside-down.

"Aww, is your wittle weg bwoken?"

The... The _thing_ grinning at Flash... It looked like that monster that'd attacked the school, only red. Back then, Flash had actually helped Spider-Man fight it. Something told him that wouldn't be the case this time.

"Here, let old Dr. Carnage have a look..." The monster made a show of inspecting Flash's bandages.

Oh, man, Flash's pulse was pounding in his ears. The blood was rushing to his head. He had to stay calm, had to-

That's when Flash caught sight of something off in the distance. It was Spider-Man, and he was coming in fast. Flash's pulse slowed the slightest amount. Good, good, if Spider-Man was here, things couldn't really be that bad.

Flash just wished Spider-Man coulda gotten here a few seconds sooner, that was all.

"Oh dear, dear, dear," the monster said gravely, shaking its head. It raised a red arm into the air, and the next thing Flash knew, its hand was _morphing_... "This is bad." ...into an ax.

"I'm afraid we'll have to amputate."


	16. Division

Working for hours on end is always monotonous, even in the emergency room. There's only so many dramatic injuries doctors can rush off to treat before it all starts to blend together. But _nobody_, not a single doctor, nurse, or toddler throwing up Kool-Aid would _ever_ forget the time a kid in a tattered and bloodied Spider-Man costume burst through the entrance doors, carrying half a person in his arms. It was some poor blond boy, his face contorted in a valiant effort not to scream, and everything below his knees was wrapped in gray goo that grew redder by the second.

"This- This guy needs help," the kid in the Spider-Man costume stammered out. He just stood there, dazed, until a nurse rushed over to take the boy from him.

"What _is _that?" she asked, eying the web-covered stumps.

"I had to- to stop the bleeding," said the kid. "It'll come right off with ice or-"

"Do you have his personal information?" the nurse cut in, businesslike.

"No, I- Wait, yeah. He's Flash Thompson." As soon as his hands were free, the kid dashed for the doors. "Look, I gotta go. There's a monster... alien... thing." Just before leaving, he glanced back and added, "You, uh, might be pretty busy today."

And then, as suddenly as he'd appeared, the kid in the Spider-Man costume was gone.

For a second, the whole ER stared at the doors in silence.

"_Spider-Man knows my name?_"

* * *

The instant he was outside the hospital, Peter rolled up his mask and puked his guts out into the bushes. He tried his best to tune out all the passerby staring at a sobbing, hysterical Spider-Man.

Look, this wasn't Peter's first time dropping someone off at the ER. This was Manhattan. There were traffic accidents, shootouts... Things had gotten grisly before. But this... this was different. It was... _intentional_. Spider-Man had battled truckloads of supervillains since last summer, but this was the first time one had- Y'know what? No, Carnage wasn't even a supervillain. Supervillains traded banter and took hostages and swore revenge and plotted to take over the world. They didn't just butcher random people willy-nilly. Heck, even Walter Hardy had only been trying to steal a car. He hadn't killed for _fun_.

Peter glanced down at himself – specifically at the big, wide gashes across his chest. The price he'd payed to stop Flash from getting hacked to pieces. He hurriedly webbed himself up before he could lose any more blood.

Peter forced some deep breaths. He had to do this. This was what he'd signed up for when he'd decided to put on the costume and swing around stopping purse snatchers. There'd be no running back to his bedroom to hide. No waiting for the X-Men or Avengers or Fantastic Four to show up and save the day. No time for gene cleansers or church bells or any other tricks. He had to do this. He could've returned the black costume to Connors right away, and then none of this would've happened. Peter's fault. Peter's responsibility.

_Thwip_. A web-strand stuck itself to a far-off skyscraper. Spider-Man had saved Flash, but he'd done it by running away, meaning Carnage had been left unchecked. Time to put a stop to that.

Spider-Man swung frantically through the streets. Carnage wouldn't be that hard to track. Spidey just had to look for the telltale signs of his presence: earsplitting shrieks, crowds of pedestrians running like mad-

"Oh _Jesus_."

-and the words "CARNAGE RULES" painted on the side of a building in blood, complete with red arrows pointing out directions beneath the words "THIS WAY, SPIDER-MAN." There was even a little blood-doodle of Carnage slicing off Spidey's head. Lovely.

The arrows led Spider-Man around the side of a building. When he reached the words "YOU'RE HERE" on the pavement, Spidey's heart stopped. Okay, good news and bad news. The good news was, as far as Spider-Man could see, there were no bodies lying in the middle of the street. The bad news was that what _was_ in the middle of the street was a massive, intricate red spider web. And a huge web in the middle of one of New York's busier roads was a recipe for hordes of cars all trapped like flies, their passengers struggling to escape as red tendrils wrapped around their doors. Some of the cars had even been lifted into the air, several feet off the ground.

"Oh, there you are!" Carnage called down from his perch at the top. "Good to see you followed my instructions without any trouble."

Spider-Man ignored him, wordlessly hopping to the nearest SUV in the web and setting to work freeing the terrified driver.

"I've been thinking-" As he spoke, Carnage sent out a red tendril to smack Spidey away. "-with you superhero types always up in my business, I don't really have time to savor each and every death the way I'd like. I was a little miffed at first, but then I realized... go big or go home!" He showed off his impressive collection of teeth. "So instead of picking people off one by one until someone stops me, I'm just gonna harvest as many as I can and then squeeze the life outta 'em all at once! It's like an arcade game. Sure, you're gonna game over eventually, but you've gotta aim for the high score, y'know?"

With a bit of struggling, Spider-Man managed to free a man and a woman from their van, fighting off Carnage's tentacles long enough for them to flee.

"Aww, what's wrong, spider?" Carnage hopped over to Spider-Man's side. "Aren't you gonna crack some jokes?"

Spider-Man stayed silent, only scowling at Carnage for a moment before jumping to the next van.

"Fine, I guess I'll tell the jokes." With a sudden lurch, Carnage's arm stretched like a snake, smashed through the window, and yanked something out of the van. "Why'd the baby cross the road?" Carnage proudly held up an infant car seat... complete with bawling infant.

"_Y__ou touch a single hair on that kid's head __and __I swear to God I'll__-!_" Spider-Man pounced, but Carnage sidestepped him.

"What?" said Carnage, idly morphing his free hand back into an ax. "Don't you wanna hear the punchline?" Spider-Man fired both his shooters, but Carnage's tendrils whipped the webs away.

By this point, the baby was shrieking so hard, his face was bright red. "_Momma! Momma!_" But back inside the trapped car, his mother could do nothing but watch helplessly, her eyes wide with horror.

Carnage raised his ax-blade into the air. His voice was barely audible over the child's screams: "To prove it had guts!" The blade fell-

_Thwip._

-and collided with empty air. At the last second, the baby's car seat had been snatched away by a black tendril.

"What the-?" Carnage spun his head around to find Venom standing outside the web, the van in one hand, the baby in the other.

"Here." Gently, Venom returned the van to solid ground and handed the baby to its hysterical mother. As soon as her child was safely inside, the mother sped off. With it gone, Venom hopped back onto the web next to Spidey.

"Eddie-" Spider-Man began.

"Talk about disappointing!" Carnage let loose a cackle. "Here I'd thought you were like me, 'Dad,' but it turns out you're just a big softie. You're no different from the boyscout over here!" He took a swipe at Spider-Man, who tumbled out of the way.

"Peter, listen!" said Venom, his milky eyes narrowing. "Our child is stronger than us – We were born in space, but Carnage gestated in Earth's hospitable atmosphere. If we're going to stop it, we need to exploit our species' weakness."

"What, vibrations?" frowned Spidey, ducking a slimy red ax blade. "Could we lure him back to the church bell?"

"You know I can hear you, right?" said Carnage.

"No, not vibrations." Venom fired a black tendril, but Carnage darted further down the web out of earshot. "Our kind has another weakness, one that's a bit easier to produce: fire. Carnage is a newborn – He couldn't have known about it, or else he wouldn't have trapped himself in a big, flammable web."

"So we light this thing up, and the symbiote jumps off him?" said Spider-Man. "Sounds like a plan. Just as soon as we get everyone in the cars to safety first."

Venom snorted. "You really _are_ a boyscout." With that, he started after Carnage's trail. "We'll hold off our child. Save as many people as you can, then look for a flame source."

"Will do."

That wouldn't be too hard. In fact, after only a couple minutes of saving people, Spider-Man stumbled across just what he was looking for: a cab that reeked of smoke.

"Hold still, pal." With a quick tug of his webs, Spidey got the driver out of his seat. As he dropped him off away from the web, Spider-Man said, "Hey, weird question, but can I borrow a lighter?"

"Yeah, o' course." The cab driver retrieved a little metal dohickey from his pocket. Then, he looked from Spider-Man back to the center of the symbiote-web, where the red and black aliens were busy duking it out. "Y'know what? Here." He handed over a whole pack of cigarettes. "You need them more than me."

"Trust me, there aren't enough drugs in the world for what I go through." Spidey handed them back. He already got way too much smoke just from hanging around Jameson...

Spider-Man returned to the center of the web to find Venom in a headlock.

"Lucky me!" said Carnage, raising his ax-hand high. "Never thought I'd get to commit patricide _again!_"

"Eddie, everyone's off the web!" Spider-Man held the lighter up for Venom to see.

"Finally." With a sudden swipe of his arm, Venom ripped open an empty car and yanked out the tank, sending gasoline spewing every which way.

"Hey, Cletus, you like arson, right?" Spidey flicked on the lighter and tossed it in. He was kind of expecting a massive, movie-worthy fireball, but Spidey would have to settle for a nice, slow burn.

"The- The fire!" As the flames grew higher, Carnage's eyes grew wider. "It feels... _unpleasant_." Suddenly, a shriek emanated not just from its mouth, but from the symbiote's entire being. It couldn't jump off Cletus fast enough. "_No! __No, wait, come back!_" Cletus fought as hard as he could, clawing at the red slime, but it was seeping away like a liquid. "_Come back! It's just a little fire! We can still- We can still-_"

His head spun towards Venom. By now there were bits of red hair and pale skin peeking out of Carnage's face. "We can still kill _you_."

Eddie's symbiote didn't seem too thrilled by the heat, either, but before he could swing away, a red tendril grabbed Venom's ankle.

"Where do you think you're going, 'Dad?'" With a tug, Cletus sent the whole mess of psychopaths and aliens spiraling down to the pavement below.

"Hold on, Eddie, I got you!" _Thwip_. With a dive, a web, and a prayer, Spidey managed to catch... Cletus. What a relief.

"_Give it back! I need it! I need my alien!_" Apparently, bonding with an evil alien hadn't done wonders for Cletus's sanity. Spidey had to web him up just to stop him from thrashing around like a fish out of water.

"That oughta hold you." Once Cletus was securely webbed up on a rooftop, Spider-Man jumped back onto the street for Eddie. By now, the whole symbiote web was a flaming mass in the middle of the street. Luckily, Spidey had made sure all the cars were evacuated, and he could already hear the fire trucks in the distance. Unluckily, Venom had landed smack in the middle of the flames, and now Eddie was flailing around, screaming his lungs out as the black slime wriggled and thrashed.

Spider-Man hesitated outside the fire. What should he do? What _could_ he do?

Before he could make up his mind, Spidey felt something brush his foot. "Oh, you." He glanced down to see a red puddle wriggling away as fast as it could. "No you don't!" A hastily spun web-cocoon would keep the Carnage symbiote nice and snug until Spidey could figure out what to do with it.

"_Peter!_" Spider-Man flinched at the sound of his name. Eddie had apparently toppled over, his legs trapped in the shapeless black slime. The ooze darted away from the flames long enough for Spidey to make out Eddie's terrified face.

Wait... Of course! Spider-Man's heart skipped a beat. If symbiotes were just as weak to fire as they were to vibrations, then being trapped in flaming rubble was like Eddie's own church bell! The problem was, whereas Cletus's newborn symbiote had dived right off him, Eddie's was stuck a bit tighter.

"Eddie, listen to me!" Spider-Man risked running through the flames so he could tug on the black slime. Usually, the symbiote stayed glued to its host, but with the fire mere feet away, it was stretching like taffy. "You've gotta get this thing off of you!"

"_P-Pete..._" Eddie's eyes didn't look quite as lucid as Spidey would've hoped.

"The symbiote screws with your head! I went through the same thing, and _I_ got it off! You have to fight it!" It was no good. The harder Spider-Man pulled, the harder the symbiote squeezed. Even with the flames nearby, it was clamping down on Eddie like a boa constrictor.

Spidey was sweating a fountain over here. After a minute, he was forced to let go. The moment it was freed, the symbiote engulfed Eddie's whole body, solidifying into a big, black cocoon.

"_Eddie, can you hear me?_" Spider-Man punched it as hard as he could, but all that accomplished was bruising his knuckles. "_Eddie! Eddie? Ed..._"

* * *

That voice... sounded like it was underwater...

"_Eddie? Eddie, can you hear me?_"

Eddie felt like he was underwater, too. He was weightless... in a black void... Mind was a haze. Nothing but flashes of Spider-Man and Venom and a red monster-

A red monster? Carnage's bloodstrained grin burned behind Eddie's eyes. The monster. It... It'd slaughtered people... Ripped them apart like they were made of paper. And Eddie had... had _made_ the monster.

A black creature flashed through his mind. Eddie _was _the monster. No, no, that couldn't be right. Eddie was innocent. Peter was the monster. Peter was... was...

_A boy shrieking as he clutched his legs. An infant wailing as the red monster hoisted it into the air. "Why'd the baby cross the road?"_

Suddenly, Venom was standing on a rooftop, overlooking a massive spider web. It felt so vivid, so _real_, except that the whole world was grayscale. Down below, Spider-Man and Carnage stood across from each other, and in Carnage's claws was a terrified child, hardly bigger than a football.

Venom tried to turn his back, but... he couldn't tear his eyes away.

"_Momma!_" The baby struggled to escape Carnage's grasp, but it was helpless."_Momma!_"

"I want my mom."

The next thing he knew, Eddie was a little boy sitting above the covers, and in his arms was an even littler boy. His face was buried so deep in Eddie's shoulder, it hurt.

"I know, Pete," Eddie said softly. "I know." Behind his big, round glasses, Peter's eyes moved towards a muted TV on the far side of the room. Onscreen, a news banner proclaimed, _Flight 264 down over Atlantic_. "I want mine, too. Do... Do you get it, Pete? Do you get what's happened to us? We're the same now." Eddie squeezed his hand. "We're brothers."

Peter nodded.

And in the blink of an eye, the whole black-and-white world changed again, and now Eddie was a little boy sitting at a kitchen table, a plate of uneaten cookies before him. In the seats across from him, a white-haired couple was speaking in hushes voices over a stack of papers.

"You know we want you to be happy, Eddie. Really, we do. It's just..." The woman faltered.

"We have to do what's best for you," the man said firmly. "Believe me, kiddo, the last thing we want is to separate you and Peter, but a growing boy needs food, clothes... stability. You shouldn't have to wonder if you'll have electricity each month." He gave Eddie a sad smile. "You deserve so much more than we can give you."

"You... You really think this is best for me, Mr. Parker?" Eddie said slowly.

The man nodded. "I really do."

In a flash, the world changed again, and the smiling old man was replaced with a bald, snarling one. Now Eddie was a teenager with messy blond hair and a black jacket, standing defiantly in the middle of the hallway.

"You stole someone's car, took it for a joyride, and then _wrecked it?_"

"Didn't steal it," Eddie mumbled, glancing away. "The guy let me borrow it."

The bald man snorted. "Jesus Christ, no wonder no one ever wants to adopt you."

And in another blink of an eye, the foster home was replaced with the front doors of Midtown High. Now Eddie was taller, less scraggly, with Gwen and Peter hovering at his sides.

"Empire State, huh?" said Gwen.

"Crazy, right?" Eddie nodded. "I'll introduce you to the Connors someday. They're good people." He smiled, but his eyes stayed somber. "Wish you guys could be there."

"Hey, we've only got one more year, bro." Peter laughed, fidgeting with his glasses. "It's not like it'll be the end of life as we know it."

The memory changed even faster this time, like lightning. "_Shut it._" Eddie was tumbling to the ground, and looming over him was the timid little boy – only his glasses had been traded for a black t-shirt, and suddenly he didn't look so timid anymore. "We're tired of your whining."

By the time Eddie was back on his feet, the black and white world had changed once again. Now there was nothing but a void... and a black creature standing at the head of it, a white spider symbol on its chest.

"_I can't believe you bought __it__ all those years._" Venom stepped forward, outstretching a black hand. "_You were never brothers. You were never the same. He had his precious aunt and uncle. What __d__id__ you have, Eddie Brock?_"

"I..." Eddie took a step back. "I..."

"You've got more than you think, kiddo," said a voice.

The dream changed again. Now Eddie was a little boy sitting on the porch outside Peter's house, and seated beside him was a white-haired man.

"Yeah?" Eddie let out a huff. "Like what?"

For a moment, the man was silent. "Y'know," he finally said, "May and I have been married for, oh, goin' on forty years, and we've _always_ wanted kids." He shut his eyes. "And look what we have now." His eyes pointed to the window. Inside, Eddie could see Peter's aunt handing him another tray of cookies. "A little squirt who needs us."

"Yeah." Eddie folded his arms. "But I guess a _second_ little squirt's just too much for you..."

Ben sighed. "My point is, there are plenty of people out there ready to love a kid who's not theirs."

"Yeah, sure." Eddie glanced away. "A _little _kid. No one wants someone as old as me."

At this, Ben frowned. "Y'know, Eddie, sometimes you've just gotta deal with the hand you've been dealt." He met Eddie's eyes. "It's not easy, and not fair, but it's the way it is. At the end of the day, no one's responsible for your life but you."

The memories changed one last time. Eddie was Venom once again, watching Carnage lob an ax at a helpless child.

"_To prove it had guts!_"

_Thwip._

At the last second, the ax was knocked away by a black tendril. Carnage and the baby vanished in a cloud of smoke, replaced by the hulking form of Venom. Looking at it from the outside... those fangs, those claws... How could he have not realized before?

"You did this!" Eddie pointed an accusing finger. "You created Carnage! You didn't care how many innocent people he killed so long as he hurt Peter! You- You tried to kill _Gwen!_"

"_Eddie, Eddie, listen to what you're saying_," Venom said soothingly. "_The only monster here is Peter__. __You know that.__ I'm your family. I'm your brother._"

"No!" Eddie swung a fist, sending Venom tumbling backwards. "I'm sick of using Peter as a scapegoat! What happens once we get revenge on him, huh? Is that gonna make us any less miserable?"

"_Well, we WERE going to get filthy rich working for Tombstone, so there's that..._"

"Working for a criminal?" Eddie raised his fist for another blow. "You're not even trying to hide it anymore. _You're _the monster. Peter was-" His breath caught in his throat. "Peter was your first host. He didn't start acting like trash until... until _you_ bonded to him."

Peter's words echoed around the memory-world:

"We're tired of your whining."

"_We're_ tired of your whining."

"_**We're**_ tired of your whining."

"And he was wearing a black shirt that day." Eddie's eyes narrowed. "Where have I seen _that _before?"

"_In my defense__-_" Venom prowled towards him on all fours. "-_you were being REALLY whiny. __How was I supposed to know I'd bond to you later? See, Peter was stupid enough to reject my gift, but you, Eddie... I'd always thought you were smarter than that._"

"Get off me." Eddie tried to flail his arms, and suddenly he could feel the slime around himself. The claustrophobia hit him like a tidal wave. "_Get off me!_"

_N__ot a good idea__. _Now the dream-Venom was gone, nothing but a voice in Eddie's head. _See, __with those powers of his__, Peter ha__d __more__ than enough __strength__ to __break our bond__ and survive unscathe__d__. But you, Eddie Brock... __You __are nothing but a __weak__, __ordinary__ little boy._

"_Get off me!_" Eddie could swear he was shrieking at the top of his lungs, but no sound came out. "_Get off me!_"

_So, well..._ The symbiote chuckled to itself. _Let's just say you can't live with me... you can't live without me._

For a moment, the world was nothing but blackness.

"Eddie! _Eddie!_" And then something bright red and blue broke its way through.

"P... Pete..." Eddie was only dimly aware of his surroundings, but he could feel himself being wrenched from the cocoon.

"I got you, Eddie, I got you..." His vision was all fuzzy, but Eddie could definitely feel Peter's arms around him. "C'mon, let's get you to a hospital."

"Pete, I..." His mouth barely worked, but Eddie forced the sounds out. "I'm..." The effort was too much. "...sorry..." The world was growing black again. "...b..."

* * *

Peter honestly didn't know if this was better or worse. Eddie had traded his alien symbiote for a hospital bed and tubes in his nose. All Peter could do now was sit at the bedside and listen to the beeping of the heart rate monitor as his hand clamped harder and harder over Gwen's.

"I'm sorry."

Peter's head turned towards a redheaded girl at the opposite end of the room.

"I tried everything I could." Jean shut her eyes. "I promise, if I knew how to wake people from comas, I'd be visiting hospitals every day instead of running around in spandex."

"It's okay," Gwen said faintly. "You did your best."

Peter nodded wordlessly. For a moment, the hospital room was silent, save for the soft beeping of machinery.

"Well," spoke up a blond boy at Jean's side, "at least now he can't blurt out your secret identity anymore."

"_Bobby._" Jean scowled at him.

"What? It's true!"

"Yeah... Guess that's something." Peter's voice had never sounded so dull and lifeless. His eyes stayed fixed on Eddie even once Gwen put an arm around him.

"Want to go see Flash?" she asked. "I think they said he's awake now."

Peter shook his head. "His family's with him. Don't wanna barge in."

"If you're sure..." Gwen frowned, but she didn't press the issue.

"Uh, guys?" spoke up Bobby. "Not trying to be disrespectful or anything, but if your friend here's not about to wake up... don't we have a more pressing issue to deal with?" He reached into his pocket and retrieved a pair of icy orbs slightly bigger than baseballs. One held a blob of immobile black slime, while the other held a red one.

"Oh yeah." This seemed to snap Peter out of his funk. He rose to his feet. "You can't kill those things by freezing them. I've tried."

"Well, my powers can't keep 'em frozen forever." As he spoke, Bobby put the orbs on Peter's palms.

"So what are we gonna do?" asked Gwen. "Drop them in a volcano?"

Jean shook her head. "Whatever these things are, they're sentient. I can feel them dreaming right this second."

"Yeah, yeah." Peter let out a sigh. "I guess trying to kill the symbiote in the first place was wrong, but... I mean, come on, it's a _space alien!_ I guess I just..." He bowed his head. "...freaked out."

"But then what do we do with them?" Gwen leaned in to examine one of the orbs. "We can't just let them keep body-snatching people."

"The X-Men have dealt with aliens before," said Jean. "We know some people you can go to."

"Really?" frowned Peter. "Who, some kinda scientists?"

Jean traded glances with Bobby. "Something like that..."

* * *

A specially designed toilet. Reed had built a specially designed toilet just so Ben wouldn't turn it into a mangled, sewage-spewing mess the instant he sat down. You could flush a beach ball down this monstrosity. Ben sighed as he wadded up some newspaper in his rocky fingers. Apparently, specially designed toilet paper was on the to-do list.

"_Mr. Grimm._" Out of nowhere, the building's AI came on over the speakers. "_One or more foreign entities have been detected on the upper level of the building's exterior. Should defensive measures be deployed?_"

"Oh, for the love o' Petunia..." Ben brought a stony palm to his equally-stony forehead. "Don't start eletrocutin' people 'til I see what the commotion's about."

Ben finished his business and trudged out the restroom (Don't worry, he washed his hands). It didn't take him long to find the source of the problem – Presumably, H.E.R.B.I.E. had been referring to the red and blue clown hanging off one of the Baxter Building's larger windows.

"Uh, hi there, Mr. Thing." The kid sheepishly held some sort of gray web-sack towards the glass. "I, err, I brought you guys some alien symbiotes."

"Ugh..." Ben shut his eyes. "It's too early in the mornin' for weird crap."

* * *

Working for hours on end is always monotonous, even in a mental hospital. Yes, the battle between Spider-Man and those supervillains had shaken things up a bit, but by now Ravencroft had returned to its usual tedium.

"_No, please, give it back! I need it! It chose me! __The- The black thing chose me!_"

Right now, for instance, a pair of nurses were leading yet another straightjacket-wearing loon into her padded room. The woman was screaming at the top of her lungs and fighting them every step of the way.

"Where'd this one come from?" a nurse asked as he narrowly avoided being elbowed in the face.

"No idea," said his co-worker. "She came to visit that Eddie Brock guy right before the supervillains attacked. Must've triggered some sort of episode."

The nurses had almost gotten their patient down the hallway when they bumped right smack into _another_ straightjacket-wearing loon being led into his room.

For only a moment, the redheaded patient locked eyes with the raven-haired patient, and just like that, she clammed up.

"Well, hello, beautiful." The redheaded patient wet his lips.

"That's enough. Move along." The nurses hurried the raven-haired girl down the hallway.

The raven-haired woman didn't make another noise until she was inside a room, being helped into a hospital bed.

"I... I understand now," she finally spoke. "It chose me. The black thing. It brought me here... to meet _him_."

"Try and calm down, Miss..." The nurse glanced at his clipboard. "...Barrison. Take some deep breaths. We'd like you to tell us how you're feeling."

"No." The nurse tried to rest her head on a pillow, but the woman squirmed out of his grasp. "_No, you don't understand! It chose me! It chose me!_"

* * *

A beat-up old teddy bear sat on the shelf across from the bed, giving an almost inquisitive stare to the redheaded man wriggling around in a straightjacket under the covers.

"Hello, Binky." With a bit of effort, Cletus managed to sit up to meet the bear's button eyes. "Today was the best day of my life."

Cletus giggled to himself, but his voice was barely audible over the sound of the raven-haired woman from down the hallway shrieking her lungs out.


	17. Trauma Therapy

"So let me get this straight." Spider-Man's palm was currently buried deep in his temple. "You're saying it _wasn't _all some crazy publicity stunt? There really _is _a giant, purple man who wants to eat the planet?"

"Not at the moment." Mr. Fantastic gave Spidey a reassuring pat on the shoulder from the far end of the room. "Don't worry, if he comes back around, his herald will warn us, and we'll have plenty of time to get the Ultimate Nullifier out of storage."

"Oh. Well... good." _Smile and nod, Peter. Just smile and nod at the craziness._ "And the Skrulls?"

"They're leaving Earth alone for the time being," said Mr. Fantastic. "Trust me, Spider-Man, skeptical as the general public may be, the governments of the world are well aware of extraterrestrial life. We've shown them overwhelming evidence."

"The public is kind of in denial, really," added a blonde woman at his side. "I can't say I blame them. It's a bit much to take in."

"What's next? Is the crazy hammer guy right about Norse m- Y'know what?" Spidey held up a hand. "Don't answer that. I don't even want to know."

Normally, Spider-Man would hold Dr. Richards's claims in about as much esteem as Dr. Oz's, but there were a few things helping the dude's case here. One, Spider-Man had already seen no small amount of weirdness in his life. If an African-slash-Russian hunter dude could teleport away with jungle drum magic, maybe it was just time for Spidey to accept that the whole universe was bananas.* Two, Mr. Fantastic's lab made the ESU lab look like a grade school science fair, and he'd made more scientific breakthroughs in it than the second, third, and fourth smartest people in the world combined. And three, the X-Men had vouched for them – said something about the Four helping them out against the Shi'ar (whatever that was).

*_Kraven's lovely __lady friend__ Calypso used __her __mystical __powers__ to rescue him __from Spidey's web__, ma__rking__ the __Wall-Crawler's__ first encounter with real magic._ _See Spectacular Spider-Man ep 15, __Destructive Testing,__ for details! – Ed_

Currently, Spider-Man was standing in the middle of the Fantastic Four's lab alongside Reed Richards, A.K.A. Mr. Fantastic, Susan Storm, A.K.A. the Invisible Woman, and Ben Grimm, A.K.A. the Thing. Spider-Man wanted to say naming the guy with mutated orange rock for skin "the Thing" was a bit cruel, but he couldn't say it wasn't apt...

Of course, this wasn't Spidey's first time hanging with other superheroes, but there was still something really weird about lounging around with them in costume. Maybe it was just the shame of wearing tattered, rancid spandex next to all the people decked out in sky blue outfits made of those fancy "unstable molecules." The Thing's pants probably cost more than Peter's house.

"Look, I'm just a normal guy with spider-powers who fights crime in Manhattan. Aliens are _way _out of my jurisdiction." Spider-Man nodded to the pair of forcefield-bubbles floating by the Invisible Woman's outstretched arm, each housing a freshly-thawed symbiote. "I'm dropping these two rascals off with you guys, and then I never wanna see them again. I'd have brought them back to ESU, but with the Connors gone and Norman Osborn's BFF Miles Warren in charge..."

"I understand." Mr. Fantastic face soured. "I wouldn't trust Oscorp with Ben's toenail clippings, let alone powerful alien lifeforms." But it quickly returned to its usual softness. "We've actually been avidly following the story of the 'alien slime' ever since it was discovered on John Jameson's shuttle."

"In fact, we've put a lot of money into helping John." Invisible Woman gave a wry smile. "I guess we've got a soft spot for people who get mutated in space."

"I wanted to study the alien myself, of course, but Dr. Connors snagged the honor right out from under my nose." Mr. Fantastic shrugged, an action that had an unfortunate number of things in common with a bowl of jello. Weird, he was so much less gross on TV... "Ah, well, it went to the best man for the job."

"Yeah," the Thing said flatly, "and I'm sure the fact that we were fightin' mole people in the center o' the earth at the time had nothin' to do with it."

Spidey gave a wary glance at the forcefield-spheres, where the black symbiote had pressed itself against the point nearest to him. Something gave Spidey the impression it'd smother him given half the chance. "So what're you gonna do with these things, anyways?"

"Study them, of course." Mr. Fantastic eyed the aliens almost hungrily. "I've got a lot to work with from what you've told me. Symbiotic, shapeshifting lifeforms, unlike any known organism on the planet..." He scratched his chin, causing it to wiggle. "Asexually reproducing, it would seem... Your gene cleanser could've triggered some sort of 'pregnancy reflex,' acting as a species preservation mechanism in case the symbiote's immune system failed to purge it of the poison..." He seemed lost in thought for a minute before snapping himself out of it. "Either way, Spider-Man, I assure you that we'll treat these creatures humanely. I'll work on a way to communicate with them, and then it will simply be a matter of giving them comfortable lives without allowing them to take human hosts."

"Yeah, sounds good." With that taken care of, Spider-Man made for the door. All of a sudden, the energy had left his voice. "Just, uh..." A red monster flashed beneath his eyelids. "...maybe don't sweat the 'humane' part _too_ much. See you around, I guess."

Right as Spider-Man reached the elevator, it opened to reveal a blond pretty boy. Judging from the big "four" on his chest, it was safe to say he was Johnny Storm, A.K.A. the Human Torch. The instant his eyes landed on the Web-Slinger, Johnny's jaw dropped. Spider-Man was worried he'd burst into flames then and there.

"Uh, s'cuse me..." Spidey pushed his way past him onto the elevator.

"Was- Was that _Spider-Man?_" Spidey caught Johnny's last few words just as the doors closed. "You had _Spider-Man_ here and you didn't _tell me?_"

_Oy vey_. Spider-Man had to resist the urge to bang his head against the elevator wall. Any other time, he'd be totally fanboying out at the chance to meet some big-name superheroes, but, well, today had been a long day

* * *

"_We told you we'd be getting into the Easter spirit._"

A pair of hulking monsters. Sharp claws, way too many teeth. One pitch black, the other blood red.

"_You be Jesus... We'll be the Romans._"

And there was so, _so _much red...

"Peter? Peter, are you alright?"

"Huh, what?" Peter snapped back into reality to find himself in the middle of the Parker household living room, an Easter basket on his lap, cold sweat on his forehead. Aunt May was giving him a concerned look. "Yeah, I'm good. Just spaced out for a second."

"Peter..." May gave him a sad smile. "If anything's the matter, you can tell me."

For the briefest of moments, Peter was tempted. Strictly speaking, he could tell her what had happened to Flash and Eddie without giving away his secret identity... but why worry her?

"It's nothing, Aunt May. I'm fine." It took a conscious effort to keep Peter's hands from shaking. "Totally fine."

* * *

Peter had selflessly decided to go to school today. He'd just had a three-day weekend, after all. That was plenty of time to recuperate. At least, it would be for a regular kid who hadn't had to spend said weekend battling a symbiote-powered serial killer. Peter had hoped his classes would help keep his mind off things, but wouldn't you know it, the whole student body had been called down to some kind of special concert to celebrate the newly-repaired auditorium.

Peter rolled his eyes as a bunch of dorks in goofy costumes set up their instruments on the stage (Not that Peter was one to throw stones...). From the seat next to him, Gwen was frowning at him.

"You okay?" she asked. "You're being really quiet. It's kinda freaky."

"Am I okay?" Peter repeated, burying his eyes. "What do you think? I mean, just look at... _him_."

Gwen's eyes flitted to the next row of seats up, where Kong, Glory, and Sha Shan were sitting. Flash had to stay at the far edge – His wheelchair wouldn't fit anywhere else.

Pretty much the entirely of Midtown High was still paralyzed from the shock of seeing their star quarterback enter the building on a ramp this morning, but Flash was, by all appearances, his usual self. Well, his usual self minus everything below the knees.

"...don't worry about it, man," he was currently telling Kong. "Hey, I'd been needing to lose some weight, right?" Flash let loose his trademark obnoxious laugh.

Peter and Gwen traded glances.

"I'm impressed, actually," said Gwen in a hushed tone. "I didn't think we'd see him at school so soon. Flash really knows how to put on a brave face."

"Yeah, but I- He-" The words caught in Peter's throat. He was forced to once again keep his hands still as he fought down the memory of a grinning red monster. "I just... don't think I can face him right now."

"Hey, Parker!"

Peter visibly flinched as Flash rolled his way.

"You must be pretty happy right about now," grinned Flash. "You're finally taller than me."

"Yeah," Peter said dully. "I guess."

"Did I tell you guys what happened?"

"Only three times," muttered Gwen.

"I was following Spider-Man, trying to watch him work, and then out of nowhere, this huge monster popped out!" As he spoke, Flash acted out the story with his arms. "I tried to run, but he grabbed me with this tentacle thing! I thought I was a goner, but then Spider-Man came out of nowhere and punched him into a building, and- and he ran me to the hospital, and – get this – _Spider-Man knew my name!_"

Peter groaned in spite of himself.

"I think in the heat of the moment, Spider-Man, like, slipped up," said Flash. "And you know what the best part is? Everyone always says Spider-Man goes to our school, and if he knows my name, that really narrows it down. _I think I know who Spider-Man is._"

Peter put his hands together, looked to the heavens, and prayed for Dr. Octopus to burst through the wall and kill him.

Flash leaned in conspiratorially, then whispered, "_It's Hobie Brown_."

"_Hobie?_" Gwen immediately set to work winning her Oscar. "_No!_"

"_Yeah!_" Flash nodded enthusiastically. "_It's always the quiet one! And, like, Kong and me keep catching him sneaking out during lunch, and one time I swear __I saw__ him stuffing his costume i__n__ his backpack!_"

"So, uh, just to be clear," said Peter, "you think you know Spider-Man's secret identity, and now you're gonna go around blabbing it to everyone?"

At this, Flash's face hardened. "Not 'everyone.' Just my friends." He paused, then added, "And you guys." With that, he wheeled away in a huff.

For a moment, Peter and Gwen sat in silence.

"He's doing really well, all things considered," said Gwen. "They probably put him through some kind of trauma therapy." She gave Peter a pleading look. "I... I think therapy can really help people."

"_Gwen_." Peter surprised himself with the sharpness in his voice. "We've been over this. I can't go to therapy. It just... wouldn't work out."

"I know, I know..."

Peter's attention returned to the stage, where one of the teachers was speaking into a mike: "And now, without further ado, Midtown High gives a warm welcome to... the Mercy Killers!"

Holy moly, it was like Peter had stepped through a time portal to the seventies. Just... afros. Everywhere. _So many afros_. Why did the school system subject its poor students to this torture? _Why?_

Standing at the front and center of the madness was a the band's lead – At least, Peter assumed he was the lead given his afro was the biggest and most luscious of the bunch. And since that clearly wasn't straight enough, he also had on a white skintight outfit complete with a pair of goggled and a hot pink guitar.

"Evenin', ladies and gents," the guy said as a giant disco ball descended from the top of the stage. "You ready for my mesmerizin' melodies?"

There was a prolonged silence. Someone in the audience coughed.

"...Okay, uh, let's get started! Everybody stare into the lights!" Without further ado, his music washed over the crowd:

"_Well, you can tell by the way I like to dress,_

_I'm a supervillain – not hard to guess. _

_My music can control your brain._

_When it's put like that, it sounds insane._

_But that is alright, it's okay,_

_'Cuz now I got the perfect way,_

_To liven up this little bash._

_I'm __go__nna__ steal all of your cash__!_"

The song picked up speed as the disco ball spun faster and faster, emmitting a gaudy neon light:

"_Whether you're a brother or whether you're a mother,_

_You're hypno-hustled, hypno-hustled!_

_And it's just so funny how I'm stealin' all your money._

_You been hypno-hustled, hypno-hustled!_

_Hyp, no, no, no, hypno-hustled, hypno-huslted!_

_Hyp, no, no, no, hypno-hustled, hypno-hustled!_"

"Look, ignore the stupid school concert," said Gwen, grabbing Peter's arm. "Peter, listen to me, after everything Carnage did... we can't just keep acting like everything's normal. Do you really think you're okay?"

"Do I think I'm okay?" Peter hid his eyes in his hands. "I don't know, you tell me, Gwen, am I 'okay' if I can't even close my eyes for two seconds without seeing blood and- and _Flash's legs __severed clean off his_-"

"Hold that thought, Peter." Gwen suddenly stood up. "I need to give the Hypno-Hustler my wallet."

"What? Oh, yeah, good idea." Peter stood up, too. In fact, the whole auditorium was forming an orderly line to dump their wallets into a big sack one of the Mercy Killers crew members was carrying. Peter fished through his pockets, but he came up empty. "Whoops. Left mine in my locker. I'll be right back."

"Okay, you do that," said Gwen faintly. "I'm gonna stay here and... listen to the pretty music..." She started to drool.

The nearer Peter drew to his locker, the quieter the music grew, but he was so lost in thought, he hardly noticed. This was all Peter's fault. He'd kept the black costume. He'd been a jerk to Eddie. Heck, Peter had even fed Venom the gene cleanser that, according to Mr. Fantastic, who was, you know, _the smartest man in the world_, had probably triggered some crazy asexual symbiote pregnancy reflex. Carnage existed because of Peter. Flash was in a wheelchair because of Peter. And there was nothing Peter could do to fix it – at least not without turning Flash into a giant lizard monster.

Peter slammed his locker shut. Ah, well, no point standing around moping. He needed to hurry back to the auditorium so he could hand over his wallet to the Hypno-

...Wait.

* * *

Ten minutes later:

"Oh my GOD, where do these people keep COMING FROM?"

"I wish I knew, Spider-Man. I wish I knew." Captain Stacy could offer nothing but a shrug as his men led every last member of the Mercy Killers to the cop cars. "What I'd like to know is why a man who can brainwash anyone he wants would bother targeting a random high school."

"Maybe because teens are especially vulnerable to crappy music?" said Spider-Man.

"Or maybe," said a voice, "because he heard the rumors that you go to this school and wanted to meet you in person."

Spidey spun around to find none other than Johnny Storm leaned against a tree on the school's front lawn. He had on his sky blue costume and everything.

"Human Torch?" Beneath his mask, Peter looked shocked. "What are you doing here?"

"Wanted to talk to you." Johnny took an anxious glance at the horde of fangirls spontaneously forming at his heels. "Could we, uh, go somewhere less public?"

* * *

Soon enough, Spider-Man and the Human Torch were safely alone – It'd take a pretty dedicated fangirl to climb to the roof of a building.

"Wow, that timing worked out really well," said Johnny. "I was gonna just ask that Parker kid who takes all your pictures where to find you." He paused, then added, "Don't worry, I know those rumors about him are bull. Ben and I argued about it for, like, ten hours, and we decided there's no way you're Parker. I mean, he dressed as you for Halloween."

"Ha! What?" Spider-Man laughed a bit harder than he should've. "Come on, does anyone _really_ think I'd do something that stupid?"

"I know, right?"

The conversation lulled for a minute, and Spidey found his eyes wandering towards the horizon. Liberty Island was a speck in the distance from here, but you could still see the hussle and bustle of construction workers. Apparently, some mutant had stepped forward to help fix the statue with their, uh, fixing powers or something. Y'know, just to spite Magneto.

"So why'd you wanna talk, anyways?"

"Oh, I-" Johnny looked away. "I... thought you might wanna hang out sometime. I mean, I pretty much think the Bugle's a load of crap and you're the coolest guy ever, and, y'know, I don't really get to meet a bunch of other superheroes my age..." His voice trailed off.

"Yeah, yeah, that's cool. Sure."

Silence.

"Y'know, I heard you were supposed to, uh, quip and stuff," said Johnny. "Didn't seem like you really milked the whole 'Hypno-Hustler' thing as much as you could've. What, does nothing impress you anymore now that you know Galactus exists?"

"No, it's not Galactus," said Spidey. "Although, actually, yes, the knowledge that there's a giant planet-eating dude in outer space freaks me out in ways I can't even begin to describe. But I'm really more freaked out about the... uh..."

"That red monster thing you fought the other day?" offered Johnny. "Heard about it on the news."

Beneath the mask, Peter shut his eyes. "Yeah. That. I've fought a lot, and I mean a _whole lot _of supervillains, but none that ever actually... hurt people like that."

"Oh." Suddenly, Johnny's voice grew solemn. "I know what _that's_ like. You ever fight Dr. Doom?"

"Not yet," Spider-Man said flatly, "but at the rate I go through villains, it's only a matter of time."

"Well, take it from me, you'll think the guy's just a walking cliché... until you actually have to fight him." Johnny took a breath. "Then you'll remember he's an insane, murderous dictator who nearly destroys the fabric of space-time every other weekend."

"Has he ever, like, m-" Spidey almost stuttered on the word. "-utilated anyone... right in front of you?"

Johnny took a moment to answer. "He's... gotten close. Nearly killed my sister once."

"Hey, not to get too personal, but, uh..." Spider-Man stared as hard as he could at his feet. "...do you guys have, like, a shrink, or...?"

"Oh! Yeah, of course!" For a second, Spidey could swear Johnny's eyes literally burned from excitement. "You don't know about our therapist!"

"The Fantastic Four has a therapist?" Spidey feigned shock. "But you all seem so well-adjusted."

Johnny laughed. "Yeah, believe it or not, when I first got my powers, I accidentally set people on fire. A lot." He paused, then hurriedly added, "They're all okay, though! It was just kinda... unsettling."

It was stuff like that that made Peter glad he had spider-powers. He couldn't say he blamed Liz for hiding in her bathtub in the fetal position...

"What I'm saying is, if a supervillain's traumatized you and stuff, you should totally go see our therapist. He's great!"

Spidey held up a hand. "Hey, Johnny, you ever notice how there's no giant, spider-themed tower next to the Baxter Building and Avengers Tower and the X-Mansion? There's, uh, there's kind of a reason for that."

"What? Oh, no, that's the best part," said Johnny. "This guy's, like, the first ever therapist to specialize in superheroes. He won't ask for your secret identity, and he'll give you sessions for free."

"Hmm..." Spidey pondered this. "I _do _like free things..."

"Cool. Look him up sometime." Johnny flashed one of his boy band-worthy smiles. "His name's Leo Zelinsky."

"Thanks, man." Spidey shook his hand. "You, uh, might want to write that down for me..."

* * *

A superhuman therapist isn't something you set out to become. It just kind of happens. Not a therapist who's a superhuman, mind you, but a therapist who _treats_ superhumans. It had started out simple enough, Leo supposed. These four people had gone into space and gotten themselves mutated by genetic radioactive interdimensional cosmic gas-rays or whatever the heck gives people superpowers nowadays, and as it turns out, when your skin suddenly becomes rocky or stretchy or fiery, you're gonna need some therapy. Not Invisible Woman, though. She was pretty much fine. Turning invisible at will's not really that disturbing, all things considered.

So the Fantastic Four got some therapy, everyone was happy, the end. Except it didn't stop there. _Oh _no. Because when the Fantastic Four's superhero friends got traumatized while protecting the planet from otherworldly threats and whatnot, guess who came recommended to them? Next thing he knew, over half of Leo's patients were superheroes. At first, it'd been an honor, but Leo hadn't realized how tiring the problems of superheroes could be. Day in and day out, nothing but "I don't get pop culture references from anything past the Forties" and "I blew up all my suits to impress my girlfriend and now I regret it" and "I am Groot." Ugh, it could really try his patience.

But Leo _would've_ been content to discreetly treat the occasional superhero. That would've been _fine_. Until, of course, the day Leo had gotten a... _different_ visitor.

"All Doom wanted was to wrench open the gates to hell so he could see his mommy again!" The huge, metal-plated man brought a tissue to the little eye-slits in his mask. He hung his head, his face hidden in shame behind his emerald hood. "Is that so wrong?"

And, well, that'd _really _opened the floodgates. Apparently, even the most hardened criminal needed a shoulder to cry on. Leo had seen 'em all: Supervillains ("I spat up another hairball this morning, I have the most intense cravings for tuna, and Calypso refuses to share the bed anymore. In hindsight, perhaps I didn't give this enough prior thought."), assassins ("He made me miss. I never miss!"), and even mercenaries ("Oh, I don't actually need any therapy. I just wanted to cameo in the fanfic.").

"Someday Doom will show them..." The metal-plated man sniffed loudly, his voice sullen. "This is all Richards's fault..." He wiped his eyes one last time, then stood up off the couch. "That's enough therapy for today." Like flipping a switch, his voice was back to a controlled, authoritative growl. "Doom's time grows short, and he must make his return to Latveria."

The man marched out the door, keeping his posture perfect. Just before leaving, he turned around and added, "And, um, if anyone asks, I'm a malfunctioning Doombot. A MALFUNCTIONING DOOMBOT!" Then he fled the room.

* * *

Spider-Man gave Leo a long, hard stare.

"Okay, I'm embellishing things a bit," Leo said in his enthused-yet-cigarette-addled voice. "I mean, if I _did _have sessions with Dr. Doom, I couldn't actually tell you about it. Confidentiality and all that."

Remember when Spidey had said lounging around in costume with other superheroes felt weird? He'd been wrong. What felt weird was lying on the couch in costume in the middle of a pleasant, commonplace therapist's room. Zelinsky himself looked like a pretty typical old dude. Until he saw evidence otherwise, Spidey was going to assume this was the same guy who played himself in chess in that one Pixar short.

"Uh, just so we're on the same page here," said Spider-Man, "you're really fine with me keeping the mask on and everything?"

"Sure," shrugged Leo. "I don't care who you are."

"And you're doing this session for free... out of the goodness of your heart?"

"To sate my curiosity, mostly." Leo glanced towards a worn black-and white photo on a nearby shelf – a picture of a much, _much _younger-looking Leo posing with Captain America and his sidekick Bucky. "It takes a rare kind of person to be a superhero. Ever notice how ever since having powers became commonplace, the ratio of superheroes to villains has been way out of wack?"

Spider-Man snorted. "You can say _that _again..." He rolled over on the cushions. "The thing is, most supervillains are just, y'know, jerks who think having powers means they get to rob banks. But the one I fought the other day, well... he was different."

Leo raised a gray eyebrow. "How so?"

"He..." Beneath the mask, Peter shut his eyes. "He actually hurt someone."

* * *

A spotlight blared over the darkened stage, illuminating the form of a boy in a wheelchair.

"It's a measly manner of existence. To get on that subway on the hot mornings in summer... To suffer fifty weeks a year for the sake of a two-week vacation, when all you really desire is to be outdoors with your shirt off. And always to have to get ahead of the next fella. And still-" Flash shut his eyes. "-that's how you build a future."

There was only one man in the audience, but he made enough applause for a whole crowd. "That was excellent, Mr. Thompson, excellent!" St. Devereaux beamed at him. "I have to say, this role suits you perfectly."

Flash gave a wry smile. "Not as much as my last role, though." After that, Flash left the stage – though he required a little help to get down the steps.

"Flash..." Sha Shan began as she helped his wheels to the ground. "You did a great job, you really did, but... you know, if you don't want to be in drama club, you don't have to."

Flash frowned at her. "What? Of course I want to be here."

"Yeah, but... you know the only reason you're here is..." Her eyes flickered to his stumps. "It's just... I feel like I'm taking advantage of what happened to you. It wasn't right of me to give you a hard time for wanting to play football. I mean, you really loved it, and now..." This next part was hardly more than a whisper: "Now you can never..."

"Hey, Sha Shan?" Flash put a hand over hers. "It's gonna be okay." He met her eyes. "There are things I love more than football."

Sha Shan gave a feeble smile.

After that, there was silence, save for the squeak of a wheelchair rolling down the hall.

* * *

A ceiling light flickered over the darkened cell, illuminating the form of a boy in a wheelchair. He faced the wall, listening intently as the sound of footsteps grew louder from down the hall. Each time the footsteps passed a cell, a new warning blared to life:

"_Do not approach walls or door, or tranquilizing gas will be released to immobilize Gargan, comma, MacDonald._"

"_Do not approach walls or door, or intense UV light will be released to neutralize Ohnn, comma, Jonathan._"

"_Do not __sing, hum, play an instrument,__ turn on a portable MP3__ player, or tap your feet in a rhythmic fashion __in such a manner that would be considered consistent with the pop culture __phenomenon__ of the __Nineteen S__eventies known as __'__disco,__'__ or a pressurized __vacuum__ will be created to prevent the __movement__ of sound waves __to and __from Delsoin, comma, Antoine._"

Finally, the footsteps stopped.

"_Do not approach walls or door, or a series of EMP pulses will be emitted to neutralize potential undetected nanotechnology within Alistair, comma, Smythe._"

"Disable EMP," said a voice. "Open the door."

"_Override accepted._"

The cell door whirred open amid whispers of "Lucky jerk..." from the other supervillains.

Alistair looked up at his visitor, a smirk on his lips. "I wondered when you'd finally get around to bailing me out."

Standing before him was a gray-haired man. Somehow, his face was both massively wrinkled and hard as stone. "If it was up to me, you'd never see the sun again. Osborn wanted you."

Alistair raised an eyebrow. "Which one?" He was met with silence. "Fine, be that way." Alistair rolled himself to the man's side. "So where are we headed, Dad?"

"The Cayman Islands."

"Ooh, sounds tropical."

"You won't have time for sightseeing. You have a special assignment."

"Goody. I love special assignments." He gave his father a look. "What is it? Come on, give me a hint."

The man's face was unmoving. "It involves spiders. And the slaying thereof."

Alistair chuckled. "My favorite thing in the whole world. Well, what are we waiting for?"

After that, there was silence, save for the squeak of a wheelchair rolling down the hall.

* * *

_**Author's Note: **_**I'll be taking a break from old Web-Head for a while to invest in other stories, but not to worry, true believers! There are many more fascinating twists to come in the life of the world's most original teenage superhero of all time! What diabolical schemes are the Osborns and Smythes plotting? What shocking secret is Rand Robertson's new girlfriend hiding? What will become of the alien symbiotes under the captivity of the Fantastic Four? ****How is Spider-Man's long-overdue therapy coming along? All this and more is soon to come! Eventually!**

_**NEXT STORY ARC: **_**THE NEWEST AND DEADLIEST ITERATION OF THE**** SINISTER SIX!**


	18. Behavioral Therapy

"_Do not approach walls or door, or __air pressure__ will be released to __neutralize __Cannon__, comma, __David__._"

A big, bald, musclebound man in an orange jumpsuit was seated on a mat in the corner of a barren prison cell. The instant the automated voice hit his ears, he breathed in, filling his lungs a surprising amount, and then breathed out. You could practically hear him counting to ten in his head.

Outside his cell, the _clack, clack, clack _of high heels hitting metal grew louder, then finally came to a stop.

"Hi, Whirlwind!" said a bouncy, bubbly voice.

The man's knuckles were pure white. "Whattaya want, Tinkerbell?" He turned his head to find a bright-faced, bob cut-wearing young woman blinding him with her smile. She had on the kind of outfit that _had _to have been prepared by a team of fashion experts.

The woman gave him a little wave. "How's prison treating you?"

"_Jan_," said a voice, "what did we say about taunting the patients?"

The woman spun on her heels to find a man in a sterile white lab coat staring her down. Even with his wavy brown hair and boyish face, he managed to come off as older than her.

"What?" Jan said innocently. "I'm not allowed to say hi?"

The man merely rolled his eyes, and then the couple continued down the hallway, leaving Whirlwind in peace. As they walked, a cascade of pleasant female voices hit their ears:

"_Do not approach walls or-_"

"_Do not approach-_"

"_Do not approach-_"

"_Do not-_"

Jan skimmed the rows of cells, smiling to herself like a kid admiring their trading card binder. "Well, if we're not here to make fun of all the supervillains we put away, why _are _we here?"

"We're visiting the patients with subdermal armor," the main said without looking her way. "I think I have a way to help them."

"Not another one!" Now it was Jan's turn to roll her eyes. "Look, even if you do manage to get their armor off, they're just gonna find _another _mad scientist to do _something else_ crazy to them."

"You don't know that." The man's brow creased. "Besides, these aren't like the other super-criminals. I don't know how they did it, but Oscorp managed to get their hands on the Pym particles – It's the only way they could've built such intricate nanomachines." He shut his eyes. "It's _my _fault these people have subdermal armor, Janet, so it's _my _job to fix them."

Janet sighed. "Alright, Hank, alright. If it'll help you sleep at night."

After that, there was no sound in the hall but the _clack _of heels and the _thump _of sneakers.

* * *

"Emma Stone or Susan Storm... but she's invisible the whole time?"

"Still Susan Storm."

"Dude, you're crazy."

The Scorpion let out an indignant scoff as he idly swished his tail at a stray fly. In the opposite cell, another, normal-looking man swatted at a fly of his own. When the bug got near the cell wall, a little black portal opened up, and it found itself flying out a matching portal on the ceiling.

Scorpion turned expectantly the cell adjacent to his own, but he was met with silence. "Well, you've been awfully quiet. Horn screwed on too tight?"

The Rhino's only reply was a scowl.

"Ah, don't worry about him," said the Spot (not that you could recognize him without his skintight onepiece). "He's just sad his boyfriend's dead."

"_That's it!_" Suddenly, Rhino was on his feet and dangerously close to approaching a wall or door. "First off, Marko ain't my boyfriend. Second off, he ain't dead!" Rhino clenched his fists. "The whole point o' turnin' into Sandman was so he could be imp- impervi-" He faltered. "Uhhh..."

"Don't hurt yourself," deadpanned Scorpion.

"So he could never get hurt by nothin'!" said Rhino. "If even a little bit o' sand survived, Marko can reform himself good as new. It just... takes him a while, that's all."

"Dude, chill," said a fourth voice. "Don't be such a spaz. It's colder than a deuce in this crib. I wanna watch the boob tube! That'd be, like, fab to the max."

Every last eye fell on the cell of a certain afro-wearing convict.

"That guy scares me," said Rhino.

"_Everything _scares you," said Scorpion.

Rhino glared at him through the wall. "I'm _not _scared of _every_-"

"Alexander! Great to see you!"

"_Agh!_" All of a sudden, Rhino was cowering in the far corner of his cell as a man in a lab coat approached his door. "_The ant-guy's back!_"

"You again?" scoffed Scorpion, giving an irritable flick of his tail. "Don't tell me you're still tryin' to make us 'normal?'"

Hank nodded, beaming. "I've got a new process that's guaranteed to remove your subdermal armor. Well, in theory, anyways."

"Nuh uh!" Rhino folded his arms. "My lawyers said you can't experiment on me no more!"

"Are you sure, Alexander?" frowned Hank. "The new process will result in _far _fewer internal lacerations-"

"I'm not listening! La la la la-"

"Yeah, well, we're not here for you jerks, anyways," spoke up the miniskirt-wearing beauty hanging off Hank's arm. The prisoners who weren't already leering at her promptly started doing so. "Some superhumans actually _want _to go back to normal."

As she spoke, Hank pressed his palm against a scanner on one of the cells. An automated voice proclaimed, "_Override accepted_," and then the door whirred open. Out stepped a boy whose shirtless torso shone like gold.

"_What, they're just gonna let Molten Man out without any guards or nothin'?_" muttered a random prisoner.

"_Are you dense?_" his cellmate whispered back. "_He's got a friggin' pair of Avengers escortin' him!_"

Hank put a hand on Mark's metallic shoulder. "You sure you want to do this, Mark?" he asked gently. "You could be hospitalized for, well, I don't know _how _long."

Mark nodded. "I'll take that bet."

"What exactly are you gonna do to him, anyways?" Scorpion pointed to Mark's golden skin with his tail. "How d'ya make _that_ normal again?"

"Well, it's a simple process, really," said Hank, fidgeting with his nametag. "We realized that slicing patients out of their subdermal armor required a level of precision our equipment didn't have, so I devised a plan wherein large quantities of my ants are bred, then imbued with Pym particles in order to shrink down to a microscopic level. Then it's simply a matter of instructing the ants on which regions to chew-"

"_You're havin' ANTS chew off his SKIN?_" shrieked Rhino.

"Well, that's..." Hank's eyes met the floor. "...one way of putting it."

"You're no different than Doc Ock!" Rhino tensed his muscles, not unlike an actual rhino preparing to charge. "You're nothin' but another mad scientist!"

"I am _not _a mad scientist!" Finally, some confidence entered Hank's voice. "In fact, I'm the biggest pacifist you'll ever meet. _My _stolen Pym particles made your armor possible, and I take every precaution to ensure none of my work ever harms a living soul." He turned to someone behind him. "Isn't that right, Ultron?"

He was answered by yet another automated voice, only this one was male, and in place of the female voice's kindness, it held an unshakable authority. "That's right, Father."

Rhino's eyes had gone wide as dinner plates. "Wh- Wh- What _is _that... that...?"

"Oh, of course, how rude of me. You haven't been introduced." Hank smiled to himself, then stepped aside.

Standing smack in the middle of the hallway was a silvery, eight-foot tall humanoid robot. "Greetings, residents of the Vault." Ultron's head emitted a pleasant blue glow in the vague shape of a smiling face. "I am Ultron-One, the new, fully-autonomous warden of Ryker's Island Penitentiary."

Every last supervillain, big and small, stared slackjawed at the metal man before them.

"Isn't he great? I modeled him after my own brainwaves." Hank gave Ultron an enthused pat on the arm. "S.H.I.E.L.D.'s putting Ultrons in every metahuman prison in the country. The guard mortality rate will drop exponentially overnight!" Hank gave a hearty laugh as he, Janet, and Mark walked off down the hall. "Nobel Peace Prize, here I come!"

The moment they were out of sight, Ultron turned towards the cells. "Well, then," he said, "now that they're gone, I think it's time we got to..." His face glowed blood red. "...know each other a little better."

A faint whimper escaped Rhino's throat.

* * *

"...obviously the greatest of nature's creatures, but nobody ever takes them seriously anymore. I mean, little girls sleep with these- these stuffed caricatures of them under their arms, and nobody thinks it's weird! Isn't that screwed up? All I want is for people to see us for the threats that we are-"

"Oh my _God_, Markham, you've been rambling about bears for _three hours!_"

On sheer impulse, Electro sprang to his feet and made a sweeping gesture with his arms, but not a single spark escaped his hands. He scowled at the inhibitor bracelets around his wrists.

"Electro, please, remember what we've discussed-" Before Dr. Kafka could get a sentence out, another member of the therapy group was already on his feet – a hairy, hunchbacked man who walked to the center of the circle of chairs until he was face-to-face with Electro.

"So what if he has?" spat the man, drawing himself in front of the trembling Markham. "Dude's allowed to like bears if he wants. At least he doesn't make everyone call him 'Electro.'"

"Martin, please-" Kafka tried to say.

"I mean, 'Electro?' Really?" Martin sneered. "Seriously, Max, that sounds like something a four-year-old came up w- _Urk!_" Suddenly, he found a set of containment suit-covered fingers around his neck.

"_Don't_," Electro said through gritted teeth, "_Call. Me. MAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAX!_"

* * *

"K-Know each other better?" Even more sweat was dripping down Rhino's face than usual. "What's that supposed to mean?"

"You see," said Ultron, folding his arms behind his back, "ever since I became operational, I've been programmed to observe humans. To study them. And in my studies, I have arrived at once inescapable conclusion." His crimson face glowed brighter. "Humanity is flawed. And there's _only one_ _way_ to correct that flaw..." It leaned until it was inches from Rhino's cell. "With kindness!"

In the blink of an eye, Ultron's face-lights were back to blue as his voice went a million words a minute: "I want you guys to think of me as your new best friend. We're going to have so much fun together! We're going to gather around in a circle and talk about our feelings, and then we can watch my favorite Disney movie. It'll be great!"

The whole hallway of prisoners was still gaping at the robot, but now they were less horrified, more dumbfounded.

"Those are Hank Pym's brainwaves, alright," Scorpion said flatly.

* * *

The sound of footsteps carried down the sterile halls of Ravencroft.

"...this keeps up, we'll have no choice but to put him in extreme isolation like Castle and Kasady," said a hushed voice. "And, well, you're the only one here he gets along with, so we thought-"

"I understand, Kafka," said a second voice. "Just leave us be for a moment."

"Alright."

The cell door clicked shut. The short, plump man took a breath, then pushed his square glasses up to the bridge of his nose. "Electro."

On the far side of the room, Electro sat facing the other way, cradling himself. "Doc..."

Otto folded his arms. "You know they'll never let you out of here if this behavior continues."

"_I know!_" Electro's voice shook. "I know I'm screwing up your plans. I'm sorry. Spider-Man was right. All I ever do is- is get mad and then hurt my own teammates."

"My plans were foiled by one person and one person alone," Otto said firmly. "And that person wasn't you."

Electro buried his helmet-covered face in his arms. "I'm so sick of it, Doc. Sick of bein' a freak. My own family doesn't even visit anymore."

Behind the goggles and burning yellow lights, Electro's eyes were watering, but before he had the chance to make any full-on tears, he flinched. Electro turned his head, startled. He stared at the hand on his shoulder like he couldn't believe it was there.

"You're right, Electro," said Otto. "You _are _a freak. But that doesn't make you inferior to them. You have worth _because _you're different. Never forget that."

Electro merely nodded wordlessly. After a moment, he asked, "How... How much longer until we find a way to bust out of here again?"

A smile crossed Otto's lips. "Oh, it might be sooner than you'd think."

* * *

Rhino, Scorpion, Spot, Hypno-Hustler, Ultron, and a couple dozen guards armed with tranquiler guns had been gathered in a circle at the center of the Vault, where they were all seated in some comfy-looking armchairs (though Rhino's had ended up a bit flatter than the others').

"So," said Ultron, folding his fingers together, "who wants to share their feelings first?"

There was a prolonged silence.

"That's alright – I can break the ice." Ultron's synthetic voice made a noise as if he was clearing his throat. Then he glanced around, as if checking for eavesdroppers, leaned into the center of the circle, and said, "Sometimes, when I look at my father's girlfriend, Janet, I feel a strange yet... _pleasant _sensation in my neural processors."

Rhino buried his face in his hands. "_I wanna go home_."

* * *

"_Oh... There, Calypso, there!_" A big, hairy man rolled onto his back, sprawling himself over the silk covers of a king-sized bed. "_Faster, my love... Don't stop..._"

A dark-skinned woman loomed over him, stroking her hand back and forth, back and forth. "_You like it, Kraven? You like it when I rub your tummy?_"

Kraven's only response was to purr, then lick his paw so he could brush his head with it.

Meanwhile, in the adjacent room, a pair of men at a table were shooting glances through the wide-open bedroom door.

One of the men – the one with a blank white mask covering everything but his eyes and mouth – shook his head, then said, "You know, in my years of impersonation, I've witnessed many disturbing things, but..." His voice held a hint of a Russian accent, matching Kraven's.

"Meh," said the man on the opposite end of the table – the one with the squarish face and hair in some kinda bowl cut. "Still less weird than Sandman." He drew a card from the deck on the table, then glanced at his hand and frowned.

Chameleon smirked. "Bad draw, Beck?"

"Well, I guess I can't win every- _Look behind you__!_" Suddenly, Beck pointed over the shoulder of Chameleon, who spun around. Into the kitchen had slinked a genuine, living, breathing lion. The creature yawned before plopping down on the rug like an oversized housecat.

Chameleon turned back to Beck. "That's just Gulyadkin, Kraven's pet. Surely you've met him by now?"

"Yeah, yeah, of course," Beck said hurriedly. "Just not used to sharing living space with a hungry lion, that's all... Hey, check it out!" He slapped some cards onto the table. "Four of a kind."

Chameleon gave him a sour look. "What... luck."

"Well, guess I shouldn't complain about a few jungle cats," Beck shrugged. "Your half-brother's place is still way better than the last joint we laid low in." He gestured to the enormous penthouse window overlooking the city.

"Yes, Calypso's voodoo magic has proven quite useful in evading the authorities."

"Yeah. Voodoo. Sure." Beck made a show of rolling his eyes.

Chameleon chuckled to himself. "Just because _you _have to fake your powers doesn't mean _everyone _does."

"How much longer are we staying here, anyways?" asked Beck. "Ever since that little Valentine's Day fiasco, the Sinister Six's been cut in half, and now we're just lounging around. I thought Kraven was supposed to be obsessed with hunting Spider-Man? Because I've got plenty of heists I could pull off on my own if he's not gonna-"

"Patience," cut in Chameleon as he drew another card. "Believe me, I've been growing just as restless as you ever since my last employer blew himself up, but there's no point making a move until we know what we're doing. I don't impersonate someone without extensive prior research, and the Six shouldn't operate at half-strength. Right now, the only members out of prison are you, Kraven, and-" Chameleon blinked. "Wait, whatever happened to that old man? The... Buzzard, wasn't it?"

"Oh, Toomes? He retired from supervillany right before you got here. Seemed real happy about something or other."

* * *

Meanwhile, in a nondescript pub on the other side of New York:

"Gimme another round!" A wrinkled, bald, hook-nosed old man slammed his mug onto the table. "I'm having a 'Norman Osborn is Dead' celebration drink!"

"Norman Osborn?" frowned the bartender. "But didn't he die _weeks_ ago?"

"Yes." The old man stared into his mug. "Yes, he did."

* * *

_Thump_. Gulyadkin pounced for the front entrance, a low growl in his throat. Chameleon and Beck were broken from their card game by the door swining open and another man waltzing into the penthouse. The lion seemed to recognize him and backed off.

"Evening, boys." Given his grayed hair, the newcomer's voice was surprisingly high-pitched

"Tinkerer?" The penthouse floor shook as Kraven lumbered into the living room. "Back so soon? Does that mean we're ready to move forward?"

"More than ready." The Tinkerer stepped aside and held the door open. "Our new associate would like to finally introduce himself. He's quite eager to both swell the ranks of the Sinister Six _and _provide Chameleon here with new work."

"Is he?" Chameleon made a half-interested grunt. "Just so long as he's not another nut in a goblin costume."

"Now, now-" Suddenly, the front door was filled by the roar of an engine. A gargoyle-themed glider squeezed its way through the front door, then unfurled its wings in the middle of the penthouse... and atop said glider was a man clad in an orange cloak. "-let's try to look past our prejudices, shall we?"

* * *

As soon as Pinocchio recovered from his little face-plant on stage and Stromboli finished chewing him out, the spotlight shone on the living puppet, and, though clearly anxious, he started to sing his upbeat little tune:

"_I've got no strings,_

_To hold me down,_

_To make me fret, _

_Or make me frown._

_I had strings,_

_But now I'm free._

_There are no strings on me!_"

"Of course!" Ultron sprang to his feet before the television screen. "It was so obvious! How could I have not realized sooner?"

"Huh? What?" The gathered supervillains all spun towards him.

"I totally forgot the butter!" Ultron grabbed his popcorn bowl and hurried out the prison chamber. "Be right back, guys. Don't keep watching without me!"

The supervillains were left to gape at each other in silence.

"What a yo-yo," said the Hypno-Hustler.


	19. Aversion Therapy

_**No-Prize Award Notice: **_**No, of course Ultron can't eat ****that popcorn himself. He was just getting some butter to share with his friends. He's thoughtful that way.**

* * *

"Let me tell ya, the best day of _this_ job... is the last one."

A pair of guards strolled down the long, drab hallways of Ryker's Island Penitentiary, tranquilizer-guns in hand.

"I hear ya," said the second guard. "I keep expectin' that rhino guy to bust out and squish us."

The first guard scoffed. "You think _he's_ bad, then you've never had to guard the Hulk."

"The Hulk?" The second guard raised an eyebrow.

"Yeah. Haven't you ever wondered how I got this limp-?"

_Clink, clink, clank._

Both guards' heads spun around, but there was nothing behind them but an empty hallway.

"Hey, you're right," said the first. "This place _does _make you paran-"

_Thump_. Mid-sentence, the guard found a silver blur dropping on him from the ceiling. Next thing he knew, he'd been pinned to the floor by a boot.

"What the-?" Before the other guard could so much as point his gun, there was a _clang_, and he found his arm stuck to the far wall by a staple the size of a baseball.

"Don't raise the alarm." Standing with a foot on the first guard's chest was a slender woman decked out in a skintight silver-and-white outfit. She had flowing white hair, eye black, a silver headband, and a massive rifle aimed right at the second guard's face. "Unless you want something a lot worse than a limp." Her eyes darted to his pockets. "Get me the access code to Silvermane's cell. I know you have it."

"Lady, if you think I'm just gonna-" _Clang_. Another staple embedded itself dangerously close to the guard's head. "One access code, comin' right up!"

"Thanks." _Crack. _Naturally, the moment she had the card in her hand, the woman delivered a swift kick to the guard's forehead, knocking him out cold. She smiled to herself, then turned to continue down the hall.

"How _do__es_ that ammo fit in the barrel?" asked a voice.

Like lightning, the woman had said barrel aimed at the face of a _second _woman slouched against the far wall – a woman wearing a domino mask over her eyes and a matching skintight black outfit covered with white fluff.

"Whoa, whoa, calm down, Sable!" Black Cat smirked. "I was just curious. Not the best quality for a feline to have, I know."

Silver Sable huffed. "What are _you _doing here?"

"Who, me?" the Cat said silkily. "I'm just a white-haired femme fatale trying to rescue her daddy from the slammer. Surely you feel _some _empathy?"

Sable hesitated for a moment, then lowered her weapon. "How did you find me?"

"I followed your trail." Black Cat smirked at her. "No offense, honey, but you're not exactly a master of stealth. You stapled one of the guards to a flagpole."

"Then you know we have precious little time until the alarm is sounded," said Sable, "so get out of my way... unless you came here to stop me?"

"I prefer to watch these gang wars from a distance, thanks." Black Cat made a show of stepping out of Sable's path. "Don't worry, I'm not loyal to the Big Man or Hammerhead or, well, anyone who's not me. If you wanna bust out your daddy, hey, more power to you. I just thought you'd like to know the cells are _that _way." She pointed a thumb in the opposite direction.

Silver Sable scowled, muttered something under her breath, then spun around and scurried off.

Black Cat smiled to herself and shook her head. "I think I've got a new best friend."

* * *

Believe it or not, there was actually a tiny sliver of New York City's prisons dedicated to housing the criminals who _didn't _have super powers.

"First thing I'm gonna do once I'm out?" Fancy Dan gave his beard a thoughtful stroke. "Find myself a woman. What about you?" He glanced at his cell mate.

"Catch up on some cartoons," Ox said readily, his mustache twitching with anticipation. "They've only got basic cable in this dump, so I'm way behind on all my favorite-" He caught sight of Dan's face. "What?"

"Nothin'." Dan rolled his eyes, then looked to the neighboring cell, where a third man sat all alone on a cot (He'd used to have a cell mate, but they'd turned out to be a robot). "What about you, Montana?"

"That's easy," said Montana, his voice positively dripping with Southern-ness. "Soon as I'm out, I'm goin' to Gaxton's place and shootin' pool 'til my arms fall off."

"Yeah, well, I'll be out sooner than all of you," spoke up a snively, redheaded man in the opposite cell, "just as soon as they pass that brainwashed victim protection legislation-"

"Shut up, Menken." Montana scowled, then turned to the final neighboring cell – one housing a white-haired old man. "And what 'bout you?"

The man stayed silent.

"Who, Silvermane?" blurted out Fancy Dan. "The only way he'll be leavin' this place is in a coffin."

"Yeah, look at the guy," smirked Ox. "He's fixin' to drop dead any minute now."

"He won't be the only one if you don't watch your mouth," said a voice.

"What the-?" Suddenly, all eyes in the corridor fell on the twin sets of curves strolling towards them. The moment the hot babes entered their proximity, every last prisoner promptly started drooling – all save for Silvermane, who sprang to his feet with surprising speed for a man his age.

"Sable?" he said, eyes bulging. "What are you _doing _here?"

"What do you think?" Sable held up her pilfered access card.

"_Man_," whispered Ox, nudging his cell mate, "_what I'd give for a piece of THAT_." He gestured to the shinier portions of Sable's jumpsuit.

"_Dude!_" Fancy Dan whispered back. "_That's Silvermane's daughter!_"

Ox looked blank. "_So what?_"

"_She went steady with Hammerhead!_"

"_What?_" Ox made a face. "_Eww, forget it, I __ain't__ touchin__' __nothin' __that's touche__d __his__ 'hammer__!__'_" His eyes shifted to the other hot babe. "_Okay, what about that cat chick? Who'__s SHE_ _slept with?_"

"_Uh..._" Dan looked thoughtful. "_Spider-Man, __most likely__._"

"_That's... even worse._"

"_Probably__ laid eggs in her or somethin'._"

With a _whirr,_ Silvermane's cell door swung open, but he stayed firmly rooted in place.

"What are you waiting for?" snapped Sable.

"You shouldn't have come here!" Silvermane snapped back. "I didn't think you'd be stupid enough to risk your neck like this!"

Sable's face tightened. "I risked my neck for _you_. Everything you've spent your whole life building is falling apart. We need you free."

"No, Sable, you don't." Silvermane glanced away. "I'm old. I'm weak. And after ten years behind bars, things have changed too much for me. Even with the most advanced armor and weaponry my money could buy, I was sent right back to prison by... by that masked vigilante. People like him... like Octavius's band of freaks... I'm no match for them." His eyes locked with his daughter's. "Don't you get it, Sable? It has to be _you_... not me."

Sable's eyes were wide, though with shock or anger, it was hard to say. "Me? You want _me_ to take your empire? Right now?"

Silvermane gave a slow nod. "What do you think I've been grooming your for all these years? Why do you think I bothered adopting a little orphan girl off the streets of Symkaria? I saw potential in you."

Sable's eyes settled on "anger." "And what about you? Are you just going to sit there when your cell's wide open?"

"Breaking out of Ryker's is a lot harder than breaking in," said Silvermane. "I'd only slow you down."

"Fine, then you can just _rot _in here!" _Slam_. The door shut in Silvermane's face. "I should never have come back for you..." Sable spun around, marching away down the hall.

"So let me get this straight-" Black Cat trotted after her. "-you went through all the trouble of breaking in here to save your daddy only to learn he doesn't want to be freed? Wow, you must be my soul mate-"

"_Shut up_." The Cat found the barrel of the oversized staple gun resting under her chin. "What are you doing here, anyways? Why are you following me?"

"I'm not following you," Black Cat said coolly. "We just both happened to be going the same way."

"And we both _happened_ to break in here on the exact same day at the exact same time?"

The Cat shrugged. "Hey, it's a good day to break into Ryker's. With Oscorp's old CEO dead and the new one disappearing overseas, the board of directors handed the Vault over to S.H.I.E.L.D. Today's the changing of the guard, meaning everything's disorganized _and _it's the last day before Ryker's security quadruples, so if anyone wants to break into the place, they're going to do it tod-"

"COWER IN FEAR, EARTHLINGS!"

Black Cat flinched in a manner not unlike her namesake as the whole chamber spontaneously filled with pea green smoke.

"Wha-?" Before Sable could so much as fire a staple, she and the Cat found themselves on their knees. Apparently, their legs had moved of their own accord.

"That's right, humans!" said a bellowing British voice that over-enunciated every word. "Already, my spores have infected your primitive primate biology, forcing you to kneel in the presence of true greatness!" Through the smoke, a humanoid shape was becoming visible... "Behold the soon-to-be ruler of this miserable planet, the hive mind of the oncoming alien swarm, otherwise known as the Master Yggdrasil System Terminal Electrified Robotic Interior Operator!" ...a humanoid shape wearing a green suit and a purple cape with a big, smoke-filled crystal orb for a head.

"Wait a minute, I know you!" said Sable.

"Y-You do?" The "alien's" voice cracked a little with delight.

"Yeah, you're one of Octavius's freaks." Sable's eyes narrowed. "But I thought you were pretending to be a sorcerer, not an alien."

"Ha! Fool!" Mysterio let out a painfully stilted laugh. "That's simply what my alien probes wanted you to think! I disguised my otherworldly technology as mere magic tricks, preying on the superstitions of your ignorant species in order to-"

"Look, sweetheart," cut in Black Cat, "I've _seen_ a real alien before, and even _I_ don't believe you."

"_You?_" It was hard to tell under that oversized fishbowl, but apparently Mysterio had spotted Black Cat for the first time. He pointed a gloved hand at her. "You're one of Spider-Man's friends!"

Black Cat's face soured. "Trust me, I'm really, _really _not."

"Yes you are! You helped him out on that boat!"

"Oh." Black Cat blinked. "You were one of the bad guys there?"

"Yes! Yes! You remember!" Mysterio was so excited, he forgot to do the phoney accent for a second.

"Yeah." Black Cat strained her forehead, thinking back. "You were disguised as the... captain?"

Mysterio's whole posture stiffened like he'd been slapped in the face. Slowly, like a tea kettle boiling over, he hissed, "_I. Was. The. WAITER!_" There was a flourish of his arms, followed by another plume of smoke, and suddenly the room was filled with dozens of little red, winged alien bugs that were totally NOT repurposed gargoyle robots. "Get them, my spawn!"

"_Bite them!_" squeaked a robot.

"_Scratch them!_" squeaked a second.

"_I'm allergic __to cats__!_" squeaked a third.

"Maybe this will teach you to respect the great M.Y.S.T.E.R.I.O hive mind of Planet Oiretsym!" Mysterio let loose a hearty chuckle. "And since my spores have left you paralyzed, you'll be helpless as my spawn consumes your nutrient-dense human flesh."

"Spores?" A smirk crossed Silver Sable's lips. "Or maybe..." _Smash_. The next thing he knew, Mysterio had a giant steel staple embedded in the gauntlet on his right arm. "...some colorless gas hidden up your sleeve?" With a bit of straining, Sable and Black Cat managed to return to their feet. The "alien spawn" dived for them, but with a swish of the Cat's claws and a throw of Sable's bolas, they were made short work of.

"_Lucky guess_," Mysterio muttered, clutching his arm.

"_Beck_." Another supervillain emerged from the fog. A bigger, hairier one. "Is this really the time to be picking fights?" Kraven shot his comrade a snarl.

"That girl is Spider-Man's partner!" Mysterio pointed an accusing finger at Black Cat.

"No I'm not!" spat the Cat. "That's what I was trying to tell you! I hate Spider-Man!"

The jungle cat gave the domestic one a look over. "Well, if you have no quarrel with us, stay out of our way."

"I was just leaving." Black Cat slinked off towards one of the cells.

"For once, we agree on something." Silver Sable started to follow, but she didn't make it far before her path was blocked.

"Where are you off to in such a hurry?" One final shape emerged from the smoke... a lanky figure in an orange cloak standing atop a gargoyle-themed glider. "Last I checked, Black Cat wasn't a mob boss – That'd be stupid. But you, my dear..." Before Sable could so much as aim her gun, the Hobgoblin had a pumpkin bomb poised to be thrown. "Well, call me a misogynist, but I'm not too keen on the idea of anyone vying for the title of 'the Big _Woman_.'"

The pumpkin sailed through the air, but before it could reach Sable's face, it collided with a staple. The only sound audible over the deafening explosion was the bomb's earsplitting "_HA!_" noise.

"Look! Look!" Over in his cell, Menken bounced up and down like a toddler. "See! There's the real one! That proves I'm not the Hob-"

"Shut up, Menken!" the other prisoners yelled in synch.

* * *

No matter how bubbly its persona, there was something inherently terrifying about giving orders to an eight-foot-tall robot.

"What do you mean I'm wanted elsewhere?" Ultron's synthetic voice let out a petulant groan. "We haven't even had time to do knitting yet! Or paper mache!"

"Sorry, uh, sir," the guard mumbled, tugging his uniform's hat over his face. "Warden's orders."

"Alright, alright..." Ultron trudged off down the cell corridor, hanging his head.

The moment he was out of earshot, Rhino yelled, "Finally, he leaves!"

"Trust me..." The guard smiled, then said in a Russian accent, "...he won't be the only one leaving here today." With a dramatic flourish, he peeled off his face to reveal a blank, white one beneath.

"_You?_" Inside his cell, Rhino's eyes lit up. "Beck's friend?"

Chameleon nodded. "That's right. And I come bearing gifts." He held up his hands. In one was a key card, and in the other what appeared to be an oversized shopping bag.

"What's in there?" asked Scorpion from his own cell.

"Just a little something for the more... _theatric_ among you." As he spoke, Chameleon swiped the card through a terminal on the wall. "Of course, I of all people appreciate the art of costume design."

A cheer rang out as cell doors whirred open and inhibitor bracelets snapped off. The bad guys without subdermal armor formed a single-file line so they could receive their trademark outfits. There was Whirlwind's emerald armor, Spot's skintight polka dot onepiece, and even a certain white and pink getup.

"Thanks, pops," the Hyno-Hustler said as he zipped up his incredibly tight pants. "You did me a real solid. Now let's book it before the Man catches us."

"Not so fast. I've got more than just costumes..." Chameleon reached into his bag once again. "For Whirlwind, your razor-sharp throwing disks-"

"Perfect," Whirlwind said as he accepted the gift.

"-for Scorpion, a fresh supply of acid-"

"Now we're talkin'." Scorpion promptly set to work loading the vial into the tip of his stinger.

"-and lastly... the latest model of the OsPod." Chameleon handed the Hypno-Husler a small, rectangular, silver device.

The Hustler thumbed through its screen, going straight for a playlist labeled "Disco's Greatest Hits." A big, wide grin crossed his face. "I can dig it."

* * *

"Felicia! I told you not to come back h-" Before the old man could get another horrified word out, Black Cat held a canister to his face and sprayed. _Hss_. "Ugh..." The man immediately collapsed into her arms.

"You can thank me later." The Cat heaved him over her shoulder and then turned for the cell's exit. "Now let's get out of here before all the excitement starts..."

* * *

For someone with no superpowers, Silver Sable could _move_. She rolled out of the way before the next wave of Hobgoblin's pumpkins hit the ground, then sprinted for the exit. Her path was quickly blocked by a snarling jungle beast, but said jungle beast was just as quickly sent to the floor by a bolas wrapping around his legs. Sable took the time to fire a couple staples into Kraven's arms and chest, leaving him roaring in pain as she rounded the corner and vanished from sight.

Mysterio started to run after her, but Hobgoblin stopped him. "We'll deal with her later. Right now, let's say we swell our ranks?" The glider came to a stop before the Enforcers' cells. "Hey, there. Nice to meet ya. The name's Hobgoblin, but you can just call me 'boss.'"

"Really, now?" Montana raised an eyebrow. "And why should we do a thing like that?"

"Well, gee, I suppose I could always find some other thugs to wear these..." The Goblin held up a sack. Poking out the top was a piece of fabric with a familiar-looking yellow quilt texture. "...but Tinkerer already fitted them to you guys and everything."

"Who are you s'posed to be, anyways?" asked Fancy Dan. "Last I heard, the Green Goblin got himself blown up."

"And was, y'know, actually green," added Ox.

The Hobgoblin chuckled to himself. "Here's a protip for any aspiring Big Men out there – image is everything. The last Big Man wore that goblin outfit for a reason, and I guess you could say I'm stealing his thunder."

"Sure, partner. Whatever you say." Without further ado, the Goblin swiped a key card to open the Enforcers' cells, and they got to work changing into costume.

While he waited, the Hobgoblin's attention fell on a certain old man. "Ooh, sorry, old timer, I didn't pack you any mechsuits. Must've slipped my mind." The Hobgoblin hovered outside Silvermane's cell, cackling. "Well, I suppose in light of that heart-to-heart with your little girl, you're out of the running for Big Man now, anyways."

Silvermane merely scowled at him.

"Not that you were ever a threat in the first place, of course," Hobgoblin shrugged. "An old geezer like you's not even worth wasting a pumpkin bomb over. I'll just wait another month or so and let nature take its course."

"There we go," said Montana. The Goblin's attention turned to the fully-costumed Enforcers – There Shocker stood in all his yellow couch-cushioney glory, flanked by Ricochet and Ox in their decidedly more dignified gray-and-purple mechsuits. "Now, just so we're clear, you ain't loyal to Tombstone?"

"Not one tiny bit," the Hobgoblin said proudly.

"Good." _Wham_. A pillar of compressed air sent Gobbie hurtling off his glider. "I'd been wantin' to do that ever since I saw your stupid face," said Shocker (A.K.A. Montana). "Boy, you're dumber than a cat at a canine convention."

"Sorry, Goblin," said Ricochet (A.K.A. Fancy Dan), "but we're more scared of double-crossin' Tombstone than we are o' double-crossin' some nut in a mask."

"_And _your costume's really unoriginal," said Ox (A.K.A. Ox).

By the time the Hobgoblin made it back onto his glider, the Enforcers were all but gone save for the faint _boing, boing, boing _of Ricochet, well, ricocheting off the walls.

"Wow," said Mysterio, "and I thought _I _had no dignity."

"No skin off my back," said the Hobgoblin. "I couldn't care who those chumps work for so long as they give Spider-Man a hard time. That's what this little jailbreak's all about, my dear Mysterio – causing chaos."

"Well, we can't cause much chaos behind bars, so I suggest we take our leave." Mysterio gestured to the squadron of guards headed their way from the opposite end of the chamber. "But what about Kraven?" He nodded his bulbous head towards the overgrown feline, who was still struggling in vain against the various cords and staples holding him down.

"Somehow, I think we'll manage without him."

And so, with a sweep of Mysterio's hands, the pair of villains vanished in a plume of smoke.

* * *

"You alright, Mark?" Hank gave the golden boy a concerned frown as the trio of Hank, Janet, and Mark exited an elevator, taking them onto the roof of Ryker's main building.

"Yeah, yeah," said Mark vaguely. "Just anxious to get to the hospital, I guess..."

"Bet I can cheer you up," said Janet, grabbing his arm. "Ever flown a quinjet before?"

"_Janet!_" Hank gave a start. "We can't let him drive!"

"Says who?"

"It's just not-"

"_Whoa, look at that!_" Out of nowhere, Janet released Mark's arm and scurried towards a nearby flagpole.

"Thank God you found me! My arms went numb an hour ago." At the base of it was a Ryker's guard, his hands cuffed to the pole by a pair of giant staples embedded in the metal.

"What happened?" Janet immediately pressed her palms to the staples. There was a flash of yellow light, and then they shattered like glass.

"This crazy chick stormed through here with some kinda staple gun," said the guard, rubbing his wrists.

"Ohmigod, a bad guy on the loose?" Janet sounded uncannily like a kid at a carnival. She spun towards her partner, practically vibrating with joy. "Hank, c'mon, let's suit up!"

"_Janet_," Hank said sternly, "Ryker's has the best security in the country. I'm sure we'd only get in their w-"

"_Can't hear you too busy being a superhero bye!_"

Before Hank could get another word in, Janet seemingly vanished into thin air, leaving nothing behind but her incredibly fashionable designer outfit. Anyone with a good eye, though, might have noticed something tiny and yellow darting out the sleeve and zooming away like a bullet.

* * *

A legion of guards swarmed the cold, bleak hallways of the Vault, blocking the path of a small army of supervillains. The escapees were surrounded on both sides, but before a single guard could so much as fire his tranquilizer gun, a totally fab beat swept over the hall.

"_Drop your funky__ w__e__ap__o__ns, white boy!_" On the Hypno-Hustler's orders, every last guard dropped their gun to the floor and obediently stepped aside.

"Nice!" The Spot picked up a tranq gun for himself, and any other unarmed supervillains followed suit. All save the Hypno-Hustler, who seemed content to be armed with just his OsPod.

The horde of villains grinned to themselves as they continued through the Vault unobstructed. One villain, however, looked troubled.

"I don't get it," said Rhino. "We're all science experiments, ain't we? But how can science give you brainwashey-music powers? And why's it _have _to be disco music?"

Another villain – one decked out in emerald armor with a helmet that made his head look like a giant bullet – turned to scowl at Rhino. "Cuz he ain't a science experiment, genius," said Whirlwind. "He's a mutant, just like me and Spot."

"No, actually, I'm a science experiment, too," said the Spot.

"Really?" frowned Scorpion. "I don't remember Oscorp ever workin' on teleportin' polka dot powers or whatever the heck you do."

"Well, let's just say Norman Osborn wasn't the only rich guy trying to break into the super mercenary business..."

"Wait a minute!" Rhino gave the Spot a suspicious glare. "If your power's to make portal-spot-things, and you ain't in your special anti-superpowers cell no more, why haven't you teleported us out o' here already?"

"Because the Vault's miles beneath Ryker's Island and I don't know my way around this place," said Spot. "You want me to accidentally make a portal to the bottom of the ocean?"

"Oh." Rhino faltered, his face flushing. "Yeah, I don't do so good underwater..."

"Look, once we get to the surface, I can 'port us to my apartment." It was hard to judge Spot's mood with his faceless mask on, but he sounded pretty smug. "And then we'll form the new-and-improved Spider-Man Revenge Squad!"

"Spider-Man?" snorted Whirlwind. "But I don't want revenge on Spider-Man. I want revenge on the-" _Zap_. Whirlwind was interrupted by a flash of yellow light hitting his face. "Agh! What the-?"

"You seriously chose the _one day _I'm here to break out of jail?" said a bouncy, bubbly voice from around his ear. "Not the brightest bunch of supervillains, are you?"

"_Tinkerbell_." The attack couldn't have done much damage through his helmet, and yet Whirlwind looked positively livid. His eyes bulged, his nostrils throbbed, and if his teeth ground into each other any harder, they'd shatter.

"Or maybe you've just got a thing for having your butt kicked by me, in which case, I promise I won't judge." Hovering in the center of the supervillains, hardly bigger than a pinky finger, was what appeared to be a woman in a skintight, yellow-and-black costume complete with a pair of insect-like wings fluttering rapidly on her back. There was no mask or helmet, though, letting her bob haircut hang freely.

"Hey, I've seen you on TV!" Rhino had to squint to get a good look at her. "You're that superhero chick – the Bumblebee!"

"You mean the Wasp," said Scorpion.

"Yeah, whatever, same difference."

"You've made a grave mistake, Avenger," said Chameleon, stepping forward. "Someone of your... _stature_ can't possibly hope to defeat us all."

"Well, if some kid with glue-guns on his wrists can do it..." Wasp put her hands on her hips, causing her to sway a little in midair.

"Take a chill pill, you jive turkey!" The Hypno-Hustler hoisted his OsPod over his head. "You wanna boogie with the cool cats, then fine, let's _boogie!_" A funky beat stated washing over the Wasp, but before it could so much as reach the first verse, the sound abruptly cut out, and a plume of smoke erupted from the Pod. "No! My jam!" The Hustler dropped the gadget in disgust as a small army of ants emerged from its innards.

"I'd back away from my girlfriend if I was you." Another pair of heroes charged down the hall, coming to a halt at Janet's side – Hank and Mark. Hank had apparently, much like Janet, worn his trademark costume underneath his regular clothes – though his was red and black instead of yellow and black, and in lieu of wings it included a silver helmet vaguely shaped like an ant's head.

"_The ant-guy!_" Rhino's eyes went the size of dinner plates. "_Run! Run while y__o__u still can!_" He immediately turned tail and fled, but the other villains merely traded glances... before bursting into hysterics.

"Oh no, it's Ant-Man!" The Scorpion feigned a gasp. "Gosh, I'm _so_ scared!"

"What were his powers, again?" asked Chameleon, chuckling. "Shrinking and talking to insects? And he's on the same team as _Thor?_"

"Yeah, seriously, what's he gonna do?" sneered the Spot. "Sic some ants on us?"

* * *

_Thirty seconds later:_

"THEY'RE CRAWLING ALL OVER MEEEEEEEEE!"

"THEY'RE IN MY EYES! THEY'RE IN MY EYES!"

It looked like the villains were enveloped in pitch black clouds, only clouds didn't wriggle around quite so much. The Hypno-Hustler tore at his afro, the Scorpion spewed his tail-acid blindly, and the Spot opened up dozens upon dozens of black portals in the room. He tried to escape through them, but no matter where he went, the ant swarm simply followed through.

"Oh God, it's like those squirrels all over again!" the Spot shrieked as he clawed at his own costume. _Clonk_. Suddenly, a solid gold fist to the noggin rendered him unconscious.

"I got him!" Molten Man shot Ant-Man a smile as the Spot hit the floor. "Thanks for the help, Dr. Pym."

"Don't thank me." Ant-Man smiled back. "Thank the ants."

At this, Molten Man frowned. "Where'd all these ants come from, anyways?"

"Oh, I keep them on standby in these specially designed pouches." Ant-Man gestured to the bulges in his costume's utility belt. "My costume's like a whole ecosystem for them. The biology behind it is really quite fascin-"

"Less lectures, more action, Hank!" The Wasp zoomed across the room, slamming into the back of one of the Vault guards and knocking him to the floor.

"Ow! What are you doing?" yelled the guard. "Attack the supervillains, not me!"

"For future reference-" In one sweeping motion, the Wasp returned to human size and ripped off the guard's face. "-your mask looks nothing like human skin from really close up."

The Chameleon let loose a Russian swear word right before a bolt of yellow light from Wasp's hand knocked him out.

Elsewhere, the Scorpion was following the Rhino's lead and fleeing from the ants, but he found his path blocked by a shiny gold torso.

"Outta the way, kid!" A quick swipe of Scoprion's stinger sent Molten Man into the far wall.

"Mark!" Wasp returned to fun size and flew to his aid, but before she could reach Molten Man's side, she was sent hurtling by a sudden gust of wind. "Hey!"

Now, blocking the path to Mark was a big, green shell-head. "You ain't goin' nowhere, Tinkerbell." In the blink of an eye, Whirlwind began revolving in place, spinning faster and faster until he looked like some sort of human top.

Wasp's palms glowed yellow again, cracking with energy. "Ugh, can't you just send me creepy texts like my regular stalkers?"

* * *

"There you are."

The Rhino halted mere feet from the Vault's elevator, then turned to find the Scorpion crawling towards him from the ceiling.

"Never thought I'd say this, but I guess I underestimated you." Scorpion dropped back down to the floor. "Runnin' from the ant-guy was a smart move."

"Just cuz I'm a big guy who smashes things don't mean I'm stupid." With a swish of his horn, the Rhino made short work of the elevator door... only to find a certain robot standing within.

"My sensors went off the moment you left your cells." There was some intangible quality of Ultron's immobile, expressionless face that seemed... disappointed, somehow. "I'd like to remind you that leaving this prison is a direct violation of federal law."

"Outta the way, rust-bucket." Rhino cracked his knuckles. "We got places to go."

"But... But breaking the law is wrong!" The blue light of Ultron's face dimmed slightly. "Didn't you listen to my sixty-slide PowerPoint Presen-?" _Wham. _Ultron had difficulty finishing that question, most likely due to the rhinoceros horn sticking clean through his torso.

"_Shut up! Shut up, you stupid piece of junk!_" The whole chamber shook as Rhino stomped Ultron into the ground over and over and over again. "_Newsflash, __genius__ – We all hate you! I swear to God, every __single person __on Earth__ hates your stupid friggin' face!_" Soon Ultron was nothing but a pile of flattened scrap metal... save for his head, which clattered to the floor and rolled into the corner of the hallway.

Rhino let out a sigh of relief as he and Scorpion squeezed themselves onto the elevator (reinforced with adamantium to hold even the heaviest of imprisoned supervillains). "_Man_, that felt good."

"Never thought I'd meet someone I wanted dead even more than the Wall-Crawler," said Scorpion.

There was a faint _ding _as the elevator doors closed, leaving Ultron's tattered remains alone in the hall. For the briefest of seconds, his face-light flashed crimson before flickering out.

* * *

A silver, ant-shaped headpiece stared down at a scowling, dented one. Hank held Ultron's head close, fixing his gaze on it even as he, Mark, and Janet carried on down the hallway.

"...managed to catch all the lame ones, at least," Janet was saying. She motioned to the far end of the Vault's hallway, where the Spot, Hypno-Huster, Whirlwind, Chameleon, and Kraven were being ushered back into the cells by a squadron of guards. "But those rhino and scorpion guys got away with the rest of the Sinister Six – Wait, can we even call them that anymore? I only counted four of 'em."

"How about the Frightful Four?" offered Mark.

"Eh, that's taken."

"So, uh, what now?" Mark's shiny metal brow creased. "Guess stopping all the escaped criminals takes precedent over curing me..."

"Don't worry about it." Janet gave him a reassuring pat on the back. "Hank and I'll just, y'know, 'assemble' some reinforcements, and then we'll have these dorks back in jail before dinnertime. Right, Hank?" Silence. "Hank? Earth to Hank!"

"Huh?" Hank finally looked up from the decapitated robot. "Oh, yes, of course, dear."

"_Hank_." Janet made a show of rolling her eyes. "Don't tell me you're upset they killed Ultron. You know you can just build another one, right?"

"No, no, it's not that. I'd just..." Hank sighed. "I'd just hoped the super-criminals would make more of an, I don't know, an emotional connection with him, that's all."

"Kinda hard to make an 'emotional connection' with such a little goody-two-shoes," said Janet. "Not even _I_ liked him, and I'm friends with Captain America!"

"Yeah... I guess you're right." Beneath his Ant-Man helmet, Hank's eyes drifted back to the head in his hands. "I made him too nice."


	20. Exposure Therapy

Lady Liberty was back. Everything from her spiky hat to her oxidized copper skin had been recreated perfectly. It was like she'd never left. Those must've been _some _fixing-powers that mutant good Samaritan had had. Y'know, like that arcade game guy from that one Disney movie. There was probably some deep symbolic meaning in all of this – something about how mutants could destroy, but they could heal, too – but, really, Spider-Man was just glad he and the Human Torch had an awesome place to hang out now.

"Okay, this is gonna sound mean..." His mask had been rolled up to his nose, revealing a guilty smirk on Spider-Man's face. "...but you know what the one good thing about not hanging out with Sophia is?" He took a big, shameless bite of a genuine New York City hot dog. "I get to eat _actual_ meat from an _actual_..." He hesitated, shooting a dubious glance at the wiener in his hand. "...uh, pig, right?"

"Don't ask questions you don't want answered, dude." Johnny laughed, then took a bite of his own hot dog. With that heart-melting smile and that boyish face of his, he looked like something straight off a magazine cover. Specifically, a magazine cover that was on fire. See, Spidey had been content to sit on Lady Liberty's hat, but the Torch had _had _to eat whilst hovering in midair, and he could only fly while on fire. Apparently, though, Johnny could "flame off" his upper torso so he wasn't getting a mouthful of ash every time he took a bite. It looked kinda freaky, actually – like some Frankenstein hybrid between a fire elemental and the lead singer of a boy band.

"Hey, Johnny?" Suddenly, Spider-Man's face grew somber. "Thanks for taking me to your therapist. Really, bro, that means a lot. After Carnage, I thought I'd be all messed up in the head, but Leo really... really..." Beneath his mask, Peter found his eyes lingering on a certain head of blonde hair.

And then there was red. _So much _red. And the blond boy was in the middle of it, lying there in the street, and when he turned towards Peter, there wasn't pain on his face. He didn't look scared – He looked livid.

"_You could've saved me._"

And then the blood started to pool, swirling and bubbling and rising off the ground until it'd taken a humanoid shape. A humanoid shape with pure white eyes and a mouthful of jagged teeth. The creature raised an arm, its hand morphing into an ax, and then-

"Parker!"

"Gah!" Peter jolted upright in his desk. Wait, his desk? He jerked his head around, sputtering. As soon as the room stopped spinning and he could make out the replica Declaration of Independence hanging on the wall, Peter realized where he was – history class. History class? That was, like, third period! What happened to first and second period? Peter tried to think back, but his mind was a haze, and it didn't help that his neck ached like crazy from the whiplash. If he really strained, Peter could vaguely remember swinging to school after hanging out with the Torch that morning, but after that it was all a blur.

"Mr. Parker, just because you're my star pupil doesn't mean you can sleep through-" The teacher did a double-take, which was presumably when she noticed the thick layer of cold sweat on Peter's forehead. "Are you alright, Peter? Do you need to see the nurse?"

"No, no, I'm good!" Peter hurriedly tried his best to sit up straight and look normal. Ever since that bug bite, he'd been terrified his next doctor's visit would end with the officially documented discovery of his spider-DNA-tainted blood. Or of those little hairs in his hands and feet that let him stick to walls. Or maybe his spider-sense would go off and Peter would kick _before _the rubber mallet hit his knee. Or maybe-

_Brrring!_

"Gah!" Peter was jolted back to reality by the bell. Holy moly, third period was over already? What time was it? As the class collectively rose from their desks, Peter took his phone out. He had to fight back the urge to retch, though. Peter's last phone had been smashed by a homicidal alien symbiote, so now he was forced to use that Osberry Norman had given him. Gross.

Hmm... There was a text from Gwen, but Peter was in no state to be speaking coherent sentences, let alone reading them.

_Slam_. The sound of his locker closing seemed to wake Peter up. Whoa, hold up, his locker? Hadn't he been in the classroom a second ago? Man, it was like his brain had switched to autopilot. Peter tried to make an indignant scoff, but all that came out his mouth was a yawn.

With the proper textbook now in hand, Peter made his way towards fourth period. The only problem was it was hard to navigate the halls when his eyes kept shutting all on their own. It wasn't that Peter didn't _want_ to get enough sleep. It was just that, well, lately, sleeping had been...

_Claws and crimson and the agonized shrieks of a boy as a creature let loose an inhuman laugh._

...difficult.

Peter's eyes shot back open, and for a disorienting second, he wasn't sure if he was still dreaming or not. Not three feet from him stood Flash, staring up at Peter from his wheelchair with a look of concern on his face.

"H-hey, Flash." Peter swallowed. Had his throat been this dry a second ago? "What's up?"

"I've been thinking," said Flash.

"Wow, did it hurt?" (The quips came out Peter's mouth all on their own, even when he was barely conscious.)

"You take pictures of Spider-Man for the Bugle, right?"

Swear to God, every time he heard that sentence, it made Peter wanna punch someone in the face.

"Yeah," said Peter, fighting to keep his voice level. "So what?" _Mention the Venom dance remix video. I dare you._

"You, uh, you don't... get too close to the action, do you?" Flash glanced away. "What I'm sayin' is, getting too close when Spidey's fighting a supervillain can be... y'know. Dangerous."

"Oh." Well, now Peter felt like a jerk. "No, don't worry, I use, like, a zoom lens. I'm always super far away. Honest." _Ha. Honest. That's a good one._

"Good, good. I was just asking." And with that, Flash rolled off down the hall. Peter's gaze stayed fixed on the back of his wheelchair until Flash finally vanished around a corner.

Peter shut his eyes again. _You could've saved me_. It wasn't fair. Spider-Man had saved bazillions of people, and he was bound to slip up every now and then, but... why did he always have to slip up with the ones he really cared about? Harry, Eddie, Sally, and now Flash? At this rate, it was only a matter of time before Peter lost someone _really _important. Y'know, besides the important person he'd already-

Whoa, hold it, angst alarm going off. Man, if he kept brooding like this, Spidey would have to add pointy ears and a cape to his costume. Peter took a deep breath. _Soothing__ thoughts, Pete. __Soothing__ thoughts_.

Despite being caught halfway between the waking and dream worlds, Peter actually made it to fourth period early. He had to resist the urge to throw himself into his seat. The last thing Peter wanted was to destroy his desk with his spider-strength... again.

"Peter?" Naturally, Peter had chosen the desk right next to his stunningly beautiful girlfriend. "You never texted back last night. You okay?"

"Huh?" Peter shook himself awake. "Yeah, yeah, I'm fine, Gwen."

"Do you want to visit Eddie after class?"

Peter's stomach sank. Oh, right, Eddie. Another thing to feel terrible about. "Sorry, I've gotta work, and, well..." Peter sighed, rubbing his temple. "Honestly, with the state he's in, I'm not sure it makes much difference if we visit him or not."

Gwen didn't look totally pleased with this answer, but all she said was, "I understand." After a moment's silence, she asked, "How'd the therapy go?"

"Great," Peter said immediately. "It was great. I feel way better now. I'm totally fine."

"That's good." Gwen patted his hand, giving a strained smile.

After that, the teacher started talking, so Peter had to turn his brain towards the herculean task of paying attention. He took one last wistful look at Gwen before opening up his textbook.

Great. Just when Peter thought he'd finally gotten out of his "lying to his girlfriend" phase.

* * *

"Flash?"

After three solid minutes of him sitting at the top of the staircase, staring vacantly at all the students descending it, Sha Shan finally gave Flash's shoulder a gentle shake.

"Huh? What?" Flash snapped back to alertness, immediately putting his big dumb grin back on. "Whoops, spaced out for a second. _Phtt_. What am I doing at the stairs? Force of habit!" He let out his obnoxious laugh as he spun himself towards the ramp. "Hey, wanna go to my place and practice our lines?"

"Sure. Just let me text my mom."

Flash barrelled down the ramp at top speed. Sometimes, when she looked at his face, Sha Shan almost believed that he was happy. That everything was fine.

"C'mon, Shan, let's hustle!" Flash called up to her, laughing again. "That script's not gonna memorize itself." Sha Shan forced a smile, then followed after him down the stairs.

He was a good actor.

* * *

"Look, Leo, it's not that I don't appreciate these sessions, but..." Spider-Man rolled over on the cushion. "...I don't think they're helping." Man, lying on a couch in costume felt _wrong_. Spidey had to fight back the urge to crawl up the wall just to feel more normal.

Leo's office was great and all – dimly lit, motivational posters on the wall, a box of tissues and a little portable fountain on the desk, very tranquil – but Spider-Man had a hard time feeling at ease unless he was miles above the honking of rush hour traffic, breathing in smog. Yeah, this city did things to people.

"I'm still seeing Carnage every time I close my eyes." Spidey took a breath. "It's one of those – What do you call it? – flashbulb memories. I'm even having them when I'm awake now."

"Well, that's understandable," said Leo from his chair, jotting something down in his notepad. "It's not every day a space alien slices up one of your friends. You have every right to be upset about it."

"No, but, the thing is, I'm not just upset. I..." Spidey's head drooped. "I could've stopped it. It's my fault Flash is in that chair."

"Spider-Man..." Leo looked up from his pad to meet the whites of Spidey's mask. "It's not my job to tell you how to feel, but I think you should at least explore the possibility that you're suffering from a misplaced sense of guilt."

"It's _not _misplaced!" snapped Spidey. "If I'd returned the symbiote sooner, it would never have bonded to Eddie, and I'd have never had to feed it the gene cleanser that made Carnage!"

"Well," said Leo, straightening his square glasses, "I don't pretend to be an expert on alien biology, but from what you've told me, it sounds like the symbiote got in your head. Can you really blame yourself for being brainwashed by an alien?"

"It doesn't matter," said Spider-Man. "The symbiote made them worse, but they were still _my_ thoughts. _My _actions. _My _responsibility."

"Now, hold on a second," said Leo. "I didn't say if you were _responsible _or not. I said you felt _guilty_."

Spidey cocked his head. "What's the difference?"

"Responsible is what you are. Guilty is how you feel." Leo set his pen and paper on his desk, turning his full attention to his patient. "Let me tell you a little story. A couple weeks ago, I was driving to work like I do every morning. Now, not to brag, but I'm an amazing driver. Been doin' it for fifty years and I ain't never got a ticket." He smirked for a second, but it quickly faded. "But that morning, something was different."

"Were you okay?" Spidey sat up, startled. "Did you have, like, a heart attack behind the wheel?"

"No." Leo chuckled. "Well, almost. See, that was the day that big, purple alien with the goofy helmet came to Earth."

"Oh." Beneath his mask, Peter blinked in surprise. "You mean Galactus?"

"Yeah, that's the one." As he spoke, a faraway look overtook Leo's eyes. "See, the news tried to say it was all some hoax, but I was there. I saw every blink and grimace of his gigantic face. Felt the streets shake every time he took a step. He was real."

Y'know something weird? When Reed Richards, the smartest man on the planet, had told Spider-Man that Galactus was real, Spidey had still kinda doubted it. He hadn't honestly accepted it deep down in his bones. And yet somehow, when this random old dude said it...

"What did you do?" Spidey asked, hushed.

"Whattaya think?" Leo laughed again, but this time he sounded more than a little bitter. "I screamed like crazy, swerved, and had a..." He stammered, shutting his eyes. "...a traffic accident."

"Oh." Spider-Man bowed his head. "I'm sorry."

Peter was too young to recall it himself, but he'd heard that every American adult remembered exactly where they were when Nine-Eleven happened.* Well, Peter assumed that rule applied to alien invasions, too. He'd been in the middle of math class only a couple days after Norman's funeral when Galactus's spaceship had flown in over New York Harbor. By the time Peter had managed to slip away from school and change into costume, the Fantastic Four had already sent the purple planet-eater packing with that "Ultimate Nullifier" doohickey.

There'd still been plenty of pedestrians to run to the emergency room, though. Leo's story hadn't exactly been unique, and people weren't exactly prone on remembering to look both ways before crossing the street when they were busy fleeing from a giant alien.

_*Despite the Spectacular Spider-Man cartoon running from 2008 to 2009, this fanfic is set in the year 2015. That's Marvel's patented sliding timeline in action, folks! – Beauteous Bandragoness_

"Now, was I _responsible_ for that accident?" said Leo. "Of course. _I _was behind the wheel. It was _my _car. _My _actions. But do I feel _guilty?_" He shrugged. "I don't know. Could I have really been expected to act any different when I was staring down a _god?_" He sat there for a minute, lost in thought. "Right now, our world's being subjected to things we can barely comprehend – gods, mutants, aliens – and I don't think wrinkled old men and scared little boys ought to be expected to have all the perfect responses to that."

"Yeah," Spidey said faintly. "I guess you're right."

* * *

Leo was wrong! Spider-Man knew where he was coming from, but Spidey couldn't bring himself to agree with the guy. And it didn't help that he'd backhandedly called Spider-Man a scared little boy...

_Thwip_. Spidey swung furiously through the city. He wasn't even headed towards Queens – He was wandering aimlessly, and at top speed to boot. Spider-Man was literally going nowhere fast.

So what if they lived in a world full of aliens and magic space rays and who knew what other weird crap? What was Peter supposed to do, go back home and hang up the tights so he could watch TV and eat nachos all day? Ugh, Peter was sick of all this navel-gazing. Yes, okay, he was scared to death of Carnage, Peter admitted it, but if he kept letting it get under his skin, Spider-Man was gonna turn into one of those whiny, angst-ridden superheroes that were all the rage these days.

_Thwip_. Spider-Man was so lost in thought, he hardly even noticed the awesome flip he did around the Empire State Building's lightning rod.

Leo didn't get it. Spider-Man didn't abide by "great power, great responsibility" to be all self-righteous. He did it because... because he didn't want to lose anyone else. Not even Flash Thompson or Sally Avril.

_Sally..._ That reminded Peter, he needed to drop by the X-Mansion sometime to check on Liz and Sophia and see if the X-Men could start that Genosha rescue mission yet.

"Help! Help! My bag!"

Spider-Man was just close enough to the ground to hear the panicked cries of a woman in peril. He dropped down to a lamppost right as a scraggly haired guy sped by with a Hello Kitty purse in hand.

_Thwip_.

"I could be wrong, dude, but I've got a feeling that's not yours."

Oh, thank God, Spider-Man loved purse snatchers. There was nothing introspective about purse snatchers.

* * *

Y'know something else weird? New York City was the superhero capital of the world. You could go to any random crevice in Manhattan, poke a stick in it, and some superheroes would crawl out. They were everywhere, and everybody knew it. So then why all the crime? Well, there wasn't much _organized_ crime anymore with the feds cracking down on Tombstone, but there were still oodles of petty thieves and vandals and jaywalkers and lord knew what else.

If, in some bizarre parallel world, the Daily Bugle was actually right and Spider-Man _was _a menace, there's no way he'd stay in Manhattan. He'd at least commit his crimes in Jersey or something so the dozens of heroes ready to kick his butt wouldn't be able to _literally walk down the street _to find him.

The point is, Spidey spent his whole weekend cracking down on NYC's numerous crooks. With curfew lifted, all Peter had to do was call Aunt May to say he'd be working late (which _was _true... from a certain point of view), and he could stay out as long as he wanted no questions asked. Oh, don't look at him like that. Peter was a super genius. He could get all his homework done Monday morning. In fact, since Spider-Man was spending as much time as he could fighting crime, when you thought about it, it'd be massively irresponsible of him _not _to put his homework off until Monday morning.

"Boom! Caught this guy robbing an ATM!" A triumphant Spider-Man deposited a bundle of webbing onto the floor of the NYPD.

"I want my lawy-" _Thwip_. The criminal quickly found his mouth obstructed.

"Wow, how many is that today?" From the far side of the room, Sergeant DeWolff shot the Web-Head a scowl, her coffee mug raised halfway to her lips. "Twelve?"

"Yeah," said Spider-Man, turning to leave. "Actually, I'm kinda running out of mooks to web up. It's getting a little boring."

"I know a criminal you can catch," DeWolff said dryly. "There's this crazy guy running around Manhattan, wanted on over five hundred separate counts of assault since last summer."

"_Seriously?_" Spider-Man nearly tripped over himself in excitement. "I bet I can catch him! What's he look like?"

"Well, he wears this stupid costume..."

"Is it Daredevil? It's Daredevil, isn't?"

DeWolff gave him a pointed stare.

"Oh," said Spider-Man.

After that, he politely excused himself from the station.

* * *

Man, had Spider-Man really been complaining about too much crime a few hours ago? Now there wasn't _enough_ crime. He needed something to do and/or someone to punch. It wasn't that Spidey was one of those violence crazed maniac vigilante types. It was just... when he was busy fighting crime, his mind was off of Carnage. Heck, Spidey didn't even feel tired anymore. He was more awake than ever.

Spider-Man yawned.

Okay, fine, he admitted it, he was getting sleepy. Sue him. Spidey perched himself on the side of a building, retrieved his Osberry from his handy-dandy utility belt, and texted "Home in 5 mins" to Aunt May. Now all he had to do was swing back to Queens and-

"Hey! Hey, Spider-Man!"

A guy was waving at him from down on the sidewalk. A guy with a beard that went down to his knees, an oversized backpack, and a thick layer of grime over his entire body.

Spider-Man held back a sigh. "Yeah, dude?" He dropped down to the street beside him.

"I hate to bother you, man, but, uh..." The guy glanced away. "I really need to get to Washington Heights, and- and I can't afford a cab."

"Uh... yeah." Discreetly, Spider-Man stuck a hand back into his utility belt. "It's your lucky day. I was just headed there."

Peter felt his wallet. Actually, giving this guy a couple bucks would be way cheaper than the cost of the web-fluid wasted on a trip, but... you know what they say. He might spend it on drugs or something.

The sigh couldn't be held back any longer as Spidey pulled out his phone again to text, "Make that half an hour."

* * *

"Gwen? I'm home." Captain Stacy shut the door behind him, then hung up his coat. He strolled into the living room to find his daughter slouched over on the couch, her glasses halfway off her face, staring at a blank phone screen. "You alright, dear?"

"Yeah, I'm fine," Gwen said dully. "Just haven't heard back from Peter in a while. That always makes me paranoid he's been kidnapped by Dr. Doom or something."

"Really, he hasn't texted you?" frowned her dad. "My men say he's been swinging aimlessly around the city all day."

"He's been so flaky lately!" Gwen rolled over on the mattress. "Guess I don't blame him, though. Losing Eddie so soon after losing Harry again..." She faltered. "But it's like the only way Peter knows how to deal with all this crap is by putting on a costume and beating up criminals! And I just don't think..." Her eyes squeezed shut. "...don't think it's a good idea for his long-term welfare. Dad, can- can you promise me you'll watch out for him?"

A hand came to rest on her shoulder.

"I promise."

* * *

"_Peter... Peter... wake up._"

Slowly, Peter opened his eyelids, rubbing out the blurriness as the sun streamed through the window... and the first thing in his line of sight was a big, red, humanoid figure with milky white eyes.

"Gah!" He nearly jumped onto the ceiling before Peter realized it was only his costume sprawled across the desk chair. "Oh, man."

As soon as he was sure he wasn't experiencing cardiac arrest, Peter hid his costume in his backpack and then opened the bedroom door to find Aunt May waiting for him.

"Gwen's father is here to see you," she said, smiling at him. "Said he needed to talk to you about your criminology homework."

"Cool, I'll be right down."

Criminology homework? But Gwen's dad hadn't assigned any homework this weekend... meaning that had to be code for Peter's "extracurricular activities." As soon as Peter was sure his hair wasn't sticking up funny, he bolted downstairs to the living room, where Captain Stacy was waiting by the front door.

As soon as Peter got near, Gwen's dad grabbed the remote from the coffee table, turned up the TV (in case any little old ladies happened to be eavesdropping), then said in a low voice, "We need to talk."

"Sure," Peter whispered back. "What's up?"

"If you remember, Peter," Gwen's dad said sternly, "I told you I only tolerated your vigilantism out of necessity – You can take out threats the police can't. But there hasn't been any supervillain activity since that red monster attacked Westchester..." His brow creased. "So then why have Spider-Man sightings been up six-hundred percent in the last two days?"

"Oh." Peter shrank. "Well, I, uh..."

Gwen's dad sighed. "Peter, it's been weeks since the Goblin died, and the Big Man power vacuum hasn't been filled yet. Believe me, the NYPD has the city's crime under control – The world doesn't rest on your shoulders. You should be playing video games, hanging out with Gwen, doing your homework... You deserve to be a normal kid, Peter." He gave a sad smile. "You know, if there's anything you need to talk about..."

Peter stared at him. Maybe it was just because he'd met actual telepaths before, but Peter couldn't shake the feeling that Gwen's dad was reading his mind. Yeah, he had Leo for therapy, but Peter couldn't tell Leo _everything_. Not without compromising his secret ID. Couldn't mention that Eddie had been his best friend, couldn't mention that Harry was the second Green Goblin, couldn't... couldn't say the name Walter Hardy.

Peter shut his eyes. He wanted to say it – to say everything – but he could hear Aunt May's footsteps at the top of the stairs. Instead, all he said was, "Maybe you're right. Guess I should take a break for a while." Of course, what Peter didn't mention was that if he took a break, he'd start seeing Carnage's ugly mug again the next time he shut his eyes.

"Good." Gwen's dad smiled, but his eyes lingered on Peter a long time. "Well, guess I'd better get going." He turned for the door.

Okay, Peter had _been _planning on throwing on his costume and going on patrol first thing this morning, but, well, maybe instead he'd pour himself some Cocoa Puffs, text Gwen, and watch some-

"_-__breaking news of a __massive __security breach from Ryker's Island Penitentiary__. Reports are still coming in, but we can confirm that among the Vault escapee__s are the superhumans __Alex O'Hirn and Mac Gargan, as well as __several__ high profile __criminal__s who have__ no superhuman abilities but are still considered highly dangerous by police. The growing list includes Jackson Brice, Raymond Bloch, Daniel Brito, Walter Hardy-_"

-TV.


	21. Physical Therapy

"Hello, America, this is Dilbert Trilby reporting." A brown-haired man in a crisp, gray suit stared sternly into the camera. "In light of yet _another_ supervillain prison breakout this morning, many New Yorkers are forced to yet again ask themselves... is this city safe to live in anymore? This is the question we posed to the people of Manhattan today, and these are their answers."

The camera cut to footage of a random passerby on the streets with a microphone shoved in her face.

"Really? Another breakout?" the woman said, dazed. "What are those jails made out of, rice paper?"

Then it cut to a random hobo:

"It's cuz Ant-Man and Wasp were too lame to stop them," he said authoritatively. "Why don't the Avengers let that silver guy with the surfboard join? He'd take out all the bad guys like THAT!" He snapped his fingers.

Then it cut to some old guy in the middle of a game of chess:

"Supervillains in New York? Gimme a break!"

Then it cut to a little boy bouncing with excitement at his mother's side:

"Oh! Oh! Last time, the Sinister Six attacked Ravencroft to bust out Dr. Octopus and Electro! I bet they're gonna do that again!"

* * *

"I want these two in maximum security STAT! Let's move it, people!"

A short, pudgy man in a hospital gown and a tall, spindly man in a containment suit were ushered down the hall by a squadron of guards. The guards kept their tranq guns pointed in a circle around the supervillains, as if they were expecting an attack to come from anywhere.

"Well, at least you're _trying_ to put up a defense," said Otto. "It's reassuring to know I won't be outwitting _complete_ imbeciles this time."

"Can it, you narcissistic cephalopod!" snapped a guard, swinging his barrel into Otto's face. "We're armed to the teeth. This time, your little henchmen aren't getting within fifty feet of-"

_Boom._

The next instant, guards and staff alike were screaming as an entire wall collapsed. The dust cleared to reveal a massive, gray, hulking figure standing in the rubble.

"Outta the way." Rhino crouched into a charging stance. "Unless you wanna find out if Ravencroft guards are as fragile as Ryker's ones."

"Fire! Fire!" Naturally, the guards unloaded their tranq guns, but it had no effect. When the smoke cleared, the reason why became obvious – Namely, the gas mask on his face.

"The heavy rounds!" barked the squad leader, stumbling backwards. "Use the heavy rounds!"

But before the guard at the back could so much as lift his bazooka, the entire squadron suddenly fell to their knees. "What the-?"

"That's right, Earthlings!" cackled a voice as the hall filled with pea green fog. "Kneel before the rightful rulers of this meager hunk of rock you call a planet!"

"Ah, Mysterio," Otto said mildly. "You're right on time."

A caped, bubble-headed form emerged from the smoke to hand Otto a gas mask of his own (Electro's came built into his suit). "I suggest you put this on quickly," said Mysterio. "Primitive as it is, this human technology will protect you from my neural spores."

"Will you drop the 'alien' bullcrap already?" Scorpion scurried across the ceiling overhead, a mask stuck his face to match Rhino's. "It's about as believable as my ex-wife's-"

"Enough prattling!" spat Otto, clicking his own gas mask into place. "Rhino, take care of Electro's inhibitor bands."

"Sure thing."

Electro held up his wrists so he could break off the bracelets via Rhino's horn. With the bands off, Electro could roll back his helmet, letting the massive ball of electricity dance freely around his head. "Finally! Thanks."

"No problem." Rhino nodded, then reached for something at his hip. Apparently, in addition to the gas mask on his face, he had an enormous belt around his waist that carried a pair of oversized cylinders. Rhino detached one with his massive hand, popped open the top, yanked off his mask, and guzzled down a whole stomach's worth of water.

Electro raised an eyebrow (though it was hard to tell through the lightshow that was his head). "What's that for?"

"Me and Scorpion can only sweat through our face," said Rhino, handing the second cylinder to his arachnid-themed comrade. "We gotta make sure we stay nice and hydrated so we don't pass out."

"But won't that just make you really have to-? Wait." Electro's eyes darted to Rhino's lower waist. "Come to think of it, how _do _you-?"

"How do _you?_" countered Rhino.

"Touché." Electro's attention turned to Scorpion. "Anyways, aren't you one of the newer supervillains? Since when are you loyal to the Doc?"

Scorpion shrugged. "I'll work for anyone so long as the pay's good."

"I would've liked to swell our ranks even more, but Rhino and Scorpion were the only ones to escape the Vault." Otto smirked to himself. "I suppose we'll have to settle for six members. Funny how it keeps working out that way."

"Wait! Wait! We'll join you!" Suddenly, a pair of voices from a nearby padded cell started making a racket.

"Oh?" Otto turned towards the cellmates. One was a dark-haired boy with oversized spectacles while the other was an overweight man sporting a neckbeard. "And what do you two have to add to the table?"

"I can bring video game characters to life!" said the boy. "Well, actually, they're just astral projections. More like holograms, really-"

"And I'm a grizzly bear on all levels except physical!" said the man.

"Yeah, don't call us, we'll call you," said another voice. With a _whirr _of his glider's engine, the Hobgoblin swooped into the hall through the Rhino-sized hole in the wall. "The guards outside are taken care of, so what do you say we blow this popsicle stand?"

"What?" Electro did a double-take, looking back and forth between Otto and Hobgoblin. "I thought the Green Goblin was dead! Since when is he workin' with you, Doc? And since when is he orange?"

"Ah, yes, forgive me for leaving you out of the loop." As he spoke, Otto strolled his way towards the hole in the wall. "I'm afraid the Hobgoblin and I had to arrange this coup in secret. Escaping from prison is an insultingly easy matter, but only if you have a friend on the outside – As I'm sure you're well aware."*

_*Doc Ock is alluding to the time Electro helped him bust out of jail back in Spectacular Spider-Man ep 11, Group Therapy, as any Marvelite worth their mustard will remember! – Continuity Police_

"Y'know, I'm surprised you two get along so well," said Scorpion. "I'd think you'd be fightin' over who gets to be the Big Man or whatever."

"We'll cross that bridge when we get there," shrugged Hobgoblin. "But as for now, let's just say Otto and I have bonded over our mutual hobbies..."

Just then, there was a sudden rumble, followed by a metal harness pulling itself through the hole in the wall, supported by four mechanical tentacles.

"...such as bug-squishing."

* * *

Dilbert Trilby's face was plastered on the TV again.

"...dramatic footage from the rooftop of the Bliss Private Hospital, where earlier tonight the team of supervillains known as the 'Sinister Six' grabbed a camera from a nearby news crew to deliver a dire message."

The footage cut to a close up of Dr. Octopus's face. His glasses had been traded for those menacing eyepieces of his, his hospital gown had been traded for his trademark brown trenchcoat, and considering his hands were free, it was a safe bet the camera was being held via his newly-returned tentacle-arms.

"Listen well, Spider-Man. We both know you can't resist playing the hero. Come to this hospital rooftop so my associates and I can execute you, and come _alone_ – no police, none of your superhero friends – or else we'll- Hmm..." He glanced off-camera. "Let's see, shall we have Rhino topple the building or simply have Electro cause a blackout? I do believe there are several life-saving surgeries scheduled for tonight." He looked back to center-screen. "Well, you get the idea. See you soon, arachnid."

The screen cut to black.

"Hey-!" On the other side of the TV, Peter spun towards Gwen, startled. The two of them had been camped out in Gwen's bedroom, holding on to every word of the news until Gwen had grabbed the remote. "Gwen, what are you-?"

"You can't fight them!" Behind her glasses, Gwen's eyes were bulging. Peter could hear her heartbeat loud and clear, and super-hearing wasn't one of his powers. "It's a death sentence!"

"Gwen, Gwen, calm down!" Of course, Peter wasn't thrilled at this news, either, but he couldn't let it show. Gwen was upset enough without the big strong superhero freaking out, too. "It's okay. I've beat the Sinister Six before."

"Yeah, and your biggest handicap back then was a burnt tongue!" snapped Gwen. "You weren't half-delerious and sleep-deprived from saving people all weekend long."

"I..." Peter faltered. She had a point. Right now, Peter could barely lift his head without his muscles screaming in protest. Heck, he didn't even _want_ to throw down with Sinister Six version three. What we really wanted was to drop everything and hunt for Walter Hardy... except Walter Hardy wasn't holding up a hospital full of innocent people at the moment.

Peter took a breath. "It doesn't matter, Gwen." He sat up on the mattress, gently resting his hands on her shoulders. "If I don't do something, people will get hurt. That's what 'great power, great responsibility' means."

"But you don't _have _great power right now!" Gwen was beginning to sound more than a little frantic. "You look like you'd get knocked over by a light breeze!"

Peter gave a feeble smile. "I'm less exhausted than I look. Honest." _Honest. _There was that word again.

"Can't you let someone else handle this?" Gwen asked sullenly. "The police or- or some other superhero-?"

"You heard Doc Ock," said Peter. "If the Six see a Quinjet flying their way or anything, they'll start killing hostages." Besides, not to diss New York's other costume-clad hero-types, but they'd never exactly been a great help before. Peter supposed the other supers were too busy fighting aliens in outer space or traveling to different dimensions to focus on the local supervillainy.

Gwen bowed her head, defeated. "What do I tell your aunt?"

"Say the Bugle asked me to take pictures of the fight." Peter kissed her forehead, then grabbed his backpack from the foot of the bed. "From a safe distance, of course." He unzipped it to reveal a bundle of red and blue spandex.

By now, Peter was a master quick-change artist. Not a moment later, a fully-uniformed Spider-Man was unlatching Gwen's bedroom window.

"Peter?"

He glanced back.

"Are you _sure_ you have to do this?"

"Gwen, I-" Spider-Man swung his head back around... only to find a crimson creature baring its fangs at him, its claws dripping with dark liquid. Spidey flinched and did a double-take.

A tree. It was just a tree outside.

"Yeah. I'm sure."

* * *

_Thwip._

Ow! Geez, even just web-swinging made it feel like Spider-Man's arms were gonna get torn out of their sockets. Every last cell in his brain was shrieking that Peter needed to nap for at least twelve hours, but he tuned them out.

_The patients. Think of all those emergency room patients who need surgery. _The emergency room... like where Flash had been sent...

Peter only hallucinated Carnage four or five more times before arriving at the hospital.

He perched himself on the wall of the neighboring building, studying the Sinister Six from afar. Spider-Man could see their silhouettes against the city lights. Their backs were turned to him, and it looked like Kraven and Sandman had been swapped out for Scorpion and Hobgoblin. The old order changeth and all that.

Okay, okay, he could do this. Spidey had the element of surprise. He would simply knock Electro into Rhino's face, electrocuting them both unconscious, then web Hobgoblin's pumpkin bombs and swing 'em into Doc Ock's metal arms, then punch Scorpion and Mysterio really hard over and over again until they passed out. Easy peasy.

There, plan formed, now Spidey needed to hurry up and beat the Six. He'd like to line his costume with rubber or something before kicking Electro, but he had a feeling if he took too long, the Sinister Six would take out their impatience on the hostages.

Alright... Spider-Man took a deep breath. Here went nothing. Ow, ow, even breathing made his chest ache.

"Please, hold the applause! I'm blushing!" Spider-Man pounced towards the rooftop. His foot made a beeline for the back of Electro's head... "Agh! Wha-?" ...and promptly sailed clean through it.

Spidey hit the pavement just in time to see all six supervillains flicker out of existence as the rooftop filled with pea green fog.

"An amusing effort, Earthling," said a booming, British voice, "but I'm afraid you fell right into our trap."

"'Earthling?'" Before he could so much as make a smart remark, Spidey's sense tingled and he found himself dodging a sudden scorpion stinger from the smoke.

"That is correct." Beside Scorpion, Fishbowl-head himself emerged from the fog, his fists resting smugly on his hips. "I, the M.Y.S.T.E.R.I.O. hive mind of Planet Oiretsym from the Xisretsinis galaxy, have finally revealed my true form – or at least the closest your feeble human mind can come to comprehending it."

"Right, riiiiiiiiiiiight." Spidey swung at fist at Mysterio, but, surprise, he was another hologram. "So you were just _pretending_ to be a bowl cut-wearing loser. Got it."

The next thing he knew, there was an entire Rhino charging at Spider-Man's face. He flinched, but... his spider-sense didn't tingle. Rhino passed straight through him without leaving a dent. Oh, another hologram.

And then, of course, his spider-sense _did _tingle and Spidey found himself backflipping over the _real _Rhino, who'd charged in from the opposite direction.

"See how my alien mind tricks make you question the very nature of reality itself?" The Mysterio-hologram let out a hearty laugh. "And now I shall unleash my spawn upon you." He started waving his arms, chanting, "_Credo Elvem ipsum etiam vivere!_"

With another plume of smoke, a horde of gargoyles – sorry, a horde of _winged aliens _appeared around their master.

"_Kill the spider!_"

"_Kill the spider!_"

"_I've forgotten what I started fighting for!_"

Spider-Man tried to dodge, but space was limited on this rooftop. He couldn't tumble out of the robots' flight path without tumbling into range of Scorpion's tail or Hobgoblin's pumpkin bombs, and, honestly, Spidey's reflexes weren't at peak performance right now. One of the bug-bots actually nicked his shoulder before he could smash them all.

"Why-? _Ow._" Spidey clutched his wound, backing towards the edge of the roof. "Why would a space alien speak Latin?"

"What?" Mysterio gave a start. "Oh, well, um, obviously, my race was the one who taught humans language when we visited them thousands of years ago, just as we taught them irrigation and agriculture."

"Huh." Spidey contemplated this as he tumbled out of the way of Scorpion's projectile acid. "That sounds kinda like the plot of the fourth Ind-"

"_Don't you __dare__ speak of that atrocity in my presence!_" Mysterio's accent was all but abandoned as he started ranting and raving, swinging his arms wildly. "_I was hired to do the practical effects for that movie! It was going to launch my career! I had the most convincing __prairie__ dog puppet I'd ever built all ready to go, and then some IDIOT decided to replace it with CGI!_"

"Hey, look on the bright side," Spider-Man said as he dodged some swipes of Doc Ock's tentacles. "At least Disney bought Lucasfilm, so the fifth one probably won't be terrible."

"_Yes, but Disney's purchasing habits led to some REALLY GOOD CARTOONS getting canceled!_"

"Alright, Mysterio, you've had your fun." Suddenly, the fog dispersed as Hobgoblin swooped his glider down onto the center of the rooftop. "Give someone else a turn to monologue." He tossed another pumpkin bomb.

"Hobbie, is that you?" Spidey tried to swing it into Doc Ock's arms, but he just hit another hologram doppelganger. Darn, this had been so much easier in his head. "I can never tell you apart from all the other lame Green Goblin impersonators. There's the Orange Orc, the Burgundy Bugbear-"

"That's enough!"

Both Spider-Man's and Hobgoblin's heads shot around. Electro was standing by a fusebox by the door to the stairs, and Doc Ock was looming over him, lifted into the air by his tentacle arms.

"I've heard about as much quipping as I can stand," said Dr. Octopus, his eyes narrowing behind his eyepieces. "Get on your knees with your hands over your head, arachnid. I assume you remember the threat we made on the news regarding those surgeries." He looked down at Electro, whose hands crackled threateningly in front of the fuse box.

Spider-Man froze, and for a second, he hated to admit, he considered following the orders. But then a thought struck him – Max Dillon wasn't some generic, emotionless evil mook like in a video game. All he wanted was a cure for his electric skin condition, right?

"Really, Electro?" Spidey cocked his head. "You'd seriously murder a whole building of innocent people over, what, petty revenge?"

"I- Well-" Electro sighed and shut his glowing eyes. "Alright, you caught our bluff. I wouldn't." He drew back from the box.

"I knew it." Spidey found himself smiling. "Now if you'll just stop terrorizing everybody and cooperate with the system, I know they'll find a cure for-"

"_But I'd gladly murder YOU!_"

_Zap!_

Okay, maybe Spider-Man _should _have lined his suit with rubber. His spider-sense went off like a foghorn, but electricity kinda tended to move fast, and Spidey's reflexes weren't exactly at peak condition. He found himself hurtling off the roof like a ragdoll.

Of course, Spider-Man's muscles had already been aching like crazy, and the electrocution _really _didn't help matters. It was all he could do just to close his fingers around his web shooter so he wouldn't go splat on the pavement. Good thing that "proportional strength of a spider" applied to Spidey's heart, too, or else he'd be deader than the Hypno-Hustler's gimmick.

Spidey tried to swing away to recuperate, but before he could even make it halfway through the arc, a metal tentacle wrapped around his leg. "Agh!" Spider-Man was yanked back onto the rooftop and dangled upside-down by his foot. "Uh oh. I've seen enough hentai to know where-"

"Shut up!" _Smack_. One of Ock's tentacles stopped Spidey mid-quip. "I can't even begin to articulate the glee it will bring me to silence that incessant chatter of yours _forever_." The arm slammed Spider-Man onto the pavement.

With a grand effort, Spidey managed to peel himself out of his crater – only to immediately be flattened again by a charging Rhino.

It was getting hard to see the Sinister Six behind all the stars in his vision. Spider-Man was no stranger to pain, but he wasn't sure he could take much more of this. His spider-sense was literally buzzing nonstop. The villains made a distressingly tight circle around the hero – Rhino cracking his knuckles, Scorpion tensing his stinger, Mysterio conjuring his robots, Electro sparking his palms, Hobgoblin readying his bomb, Doc Ock raising his tentacles, Carnage morphing his hand...

Spider-Man tried to move, but his limbs were having a bit of trouble following orders. Maybe... Maybe he could take a second to rest right here... He _had_ been meaning to sleep lately... Been so tired all weekend... Eyelids were shutting all on their own. Head throbbing. Throat dry.

Spidey managed to keep his eyes open long enough to see the claws on one of Ock's tentacles start spinning around like a saw blade. It was getting hard to think straight with his head throbbing so much...

_Whrrrrrrr. _The blade drew nearer.

Spider-Man's eyes squeezed shut-

_Whrrrrrrrrrrrr-_

-and Gwen's worried face flashed behind them.

_-rrrrrrrrrrrrrrrr-_

He was so stupid. Why hadn't he listened to her?

_-rrrrrrrrrrrrrrrr-_

_You could've saved me._

_-rrrrrrrrrrrrrrCLANG_.

Wait, clang? Spidey cautiously opened an eye. When realized the sight before him, both eyes went wide. It felt like he'd been hit by Electro again, and judging from their faces, the Sinister Six were feeling the same way. Ock's tentacle had been blocked by something round. Something... _spangly_.

For a second, Spider-Man thought he was seeing things again, but then he felt a firm hand grip his own. He... He couldn't touch this hand. He wasn't worthy! Spidey couldn't believe it. It was him. It was really him. There was so much red... and white... and blue. Brain... confused. Tongue... not... wording... words... good.

"On your feet, solider." Captain America helped Spider-Man stand upright.

For some reason, the only coherent thought Spider-Man could form was, _Hummina hummina hummina._

"Oh God, it's him!" Rhino was the first to turn tail. "He just fell out of the freakin' sky!" Mysterio and Scorpion were quick to follow suit.

"Where are you dolts going?" Ock yelled after them. "It's six against two. We can take them!"

"You don't get it, Doc!" said Electro, taking a step backwards. "He's gonna say it."

Doc Ock raised an eyebrow. "Say what?"

On the far side of the roof, Captain America raised his star-spangled shield into the air. "Avengers..."

"HE'S SAYING IT HE'S SAYING IT RUN FOR YOUR LIFE!"

"...assemble!"


	22. Termination Session

Picture the noise a teenage girl makes when her favorite rockstar winks at her at a concert. Now picture that noise coming out Spider-Man's mouth.

This was real. This was happening. Even when he'd started superheroing, Peter had never dared to dream he might actually meet this guy one day. But there he was, standing there all patriotic and valiant. His mighty shield strapped to his arm. A big star on his chest. An "A" on the forehead of his mask with a pair of little white wings right above his ears. On any other human being on Earth, it'd look amazingly stupid, but not on Steve Rogers.

From within his crater in the roof, Spider-Man's head went skyward. There was a jet hovering above the hospital – one so sleek and modern, it made the X-Men's look like a toy. Spidey had seen Quinjets zooming out of Avengers Tower from afar, but up close, it was like a whole different vehicle. Spider-Man was so awestruck, he could hardly even feel his crippling injuries.

And then that word rang out across the rooftop: "Assemble!" It sent a shiver down Spidey's spine. And just when he thought he couldn't get more starstruck, another figure ejected from the Quinjet. But this one wasn't merely skydiving like Cap had – The person was flying towards them, propelled by little jet streams from his feet and palms.

_Clang_. The newcomer landed on the rooftop beside Cap and struck a pose. You'd be forgiven for thinking it was merely a hot rod red-and-gold-painted robot, but there was actually a person squeezed inside there.

The first thing Iron Man did was look up at the Hobgoblin. You could practically feel the smirk oozing out from behind his helmet. "What's that supposed to be, a glider and battle armor? Oh, and a little purse to carry your bombs? Aww, that's cute."

Before Hobgoblin could so much as open his mouth, a missile launcher unfolded from the Shell-Head's shoulder and turned his glider into a pile of scrap. This was followed up with a repulsor blast from Iron Man's palm, sending the Goblin skidding across the pavement.

Behind his mask, Peter's eyes bulged. Holy cannoli. It'd taken _him_ a whole fight scene to beat the Hobgoblin!

"This an Oscorp glider?" Iron Man skimmed over the glider's wreckage. "Hmm, yeah, at a glance, I'm already seeing, like, twenty ways this violates Stark Industries' patents."

Naturally, by this point, the rest of the Sinister Six had scattered in terror. Electro and Mysterio made a bee-line for the stairs, but Rhino was too big to fit. He looked like he was considering diving off the rooftop, but he was stopped by a tentacle grabbing his shoulder.

"Where are you going?" Dr. Octopus snarled. "Topple the hospital like we threatened!"

"Oh, right, uh-" Rhino turned to the pair of Avengers guarding Spider-Man. "Listen up, heroes! Back off now, or I stomp my feet and send this whole buildin' down!"

Iron Man folded his arms. "Go ahead."

"I- I'm warnin' you!" A bead of sweat trickled down Rhino's face. He took a breath, then raised a foot in the air to stomp- "Agh! Wha-?" -and promptly shrank to the size of a penny.

"Alexander." A winged ant hovered before Rhino's face, its rider giving him a stern glare. "I'm _very_ disappointed in you."

A shriek escaped Rhino's mouth. "No, please! Anyone but you!"

"What the-?" Scorpion spun towards the spot where a regular-sized Rhino had stood a second ago. "Where'd the ant-guy come from?"

"Oh, he's been here all along," said a voice by his ear. "He was just so small, you couldn't see him."

"Hey- _Gah__!_" Scorpion impulsively turned his head and received a blast of yellow energy to his eyes courtesy of the Wasp.

"Watch where you're going, you lumbering oaf!" Doc Ock's arms nearly tripped over themselves dodging Scorpion's flailing tail.

By this point, a great deal of condensation had formed on Mysterio's helmet. "S-Stay back!" he bellowed, backing towards the stairs. "I have alien spores and I'm not afraid to use them!" He reached for the gauntlet on his wrist.

"Guys!" Spider-Man yelled. "He's got paralytic gas!"

"On it." Cap's shield whizzed through the air, conked Mysterio right in the fishbowl, and then returned to sender like a boomerang. Mysterio toppled over – Apparently, bubble-shaped helmets weren't the best at warding off concussions.

Ock turned his death glare on Electro. "Cause the blackout!"

Electro gave a start. "But- But Doc-"

"_Now!_"

Electro swallowed, then reluctantly sent a bolt of electricity towards the hospital fuse box... but the bolt never reached it's target. Instead, it swerved and flew off towards the sky.

Ock's nostrils flared with unbridled rage. "What was _that?_"

"It wasn't me!" yelped Electro. "Something messed with my-"

He was cut off by a thunderclap.

"So," said a voice that made the ground shake, "thou fancy thyself a master of lighting, Midgardian?"

Now Electro looked like _he_ was considering diving off the roof, and he didn't have Rhino's indestructible skin. "Oh God!"

"Aye." This Avenger didn't even emerge from the Quinjet – He simply floated down from the clouds, propelled by the oversized hammer in his big, beefy arms. His crimson cape flowed almost as majestically as the golden hair beneath his valkyrie helmet. "What manner of coward would threaten a nursery of defenseless mortals?"

Electro's glowing eyes had gone the size of dinner plates. "I surrender! I sur-"

"_Have at thee!_"

_Smack_. It was a good thing Thor had hit with his fists instead of his hammer, or else Electro's head would've gone sailing like a golf ball.

Spider-Man's jaw was dangling as far as it could dangle. The way Thor had conjured up those storm clouds... Spidey had to remind himself this was just some nutcase with lightning powers and not an _actual_ god. Peter was ready to believe in alien symbiotes and Skrulls and Galactuses, but he drew the friggin' line at Norse gods.

"Otto Octavius." Captain America pointed his shield at Doc Ock, the last villain standing, and the other four Avengers did likewise with their own weapons. "By the authority granted to us by the United States government, we're placing you under arrest. You have one chance to surrender."

"Put your hands in the air!" added Wasp. "All of them!"

Ock complied, though he looked like he was trying his hardest to set the Avengers on fire through nothing but the intensity of his scowl. "I want my lawyer."

Needless to say, a few minutes later the Quinjet had docked on the rooftop so that six downtrodden supervillains could be escorted into its holding cells.

"Oh my God," Spider-Man said as he watched a human-sized Ant-Man carry away an ant-sized Rhino. "This is the greatest thing ever. Now I wanna keep him in a little cage on my desk with a water bottle and a hamster wheel and- Wait, I almost forgot!" He ran up to block Iron Man's path before he could bring a certain bubble-head onto the jet. "You've got to make sure Mysterio's not a robot double."

"No problem, I got this. J.A.R.V.I.S., fire up the LMD detector." Iron Man yanked off Mysterio's helmet. In a shocking twist, it turned out it _wasn't _an alien under there after all, but plain old Quentin Beck. The Shell-Head held out a palm, which emitted a blue light over Beck's scowling face. Then a needle emerged from Iron Man's pointer finger to give Beck's cheek a prick

After a second, an artificial British voice from Iron Man's suit said, "_Based __on __t__his blood sample and__ the minute movements of his facial structure, __the__ chances of Mr. Beck being any __of the__ known models are __roughly__zero-point-zero-one percent__._"

Iron Man shrugged. "Good enough for me." Beck swore under his breath as Iron Man dragged him away.

He... He had a built-in robot detector. Of course he had a built-in robot detector.

"Spider-Man?" Spidey re-hinged his jaw and turned around to face the human personification of a bald eagle standing beside him. When Steve Rogers said something, you _listened_. "You alright? You looked like you took a real beating back there." He gestured to all the brown and red poking out the torn spandex.

"Oh, y- yeah, I'm cool. My powers let me heal pretty fast. That's, uh, not a thing spiders are known for, but, uh..." Spidey's voice trailed off. Captain America was concerned for his well being. He thought he might faint.

"Sorry we couldn't act sooner," said Cap. "We had to make sure there was no risk to the hostages."

"Yeah, yeah, I get it."

_Okay, Peter, this man's been your idol since before you could walk. __This is your chance to impress him.__ Don't screw __it__ up. Just act natural. _

"So, uh..." Before he could stop himself, Spidey was speaking a million words a minute: "_You're like my favorite person on the planet and I've got so many questions I've always wanted to ask you like did you really punch Hitler in the face? Why'd Hulk leave the team so soon? How come you guys can smoke the Sinister Six but you can't beat the Legion of Losers? If Thor's supposed to be from ancient Norse, why's he speak Shakespearean English? How did-?_"

"Oh, good," said Iron Man, emerging from the jet behind him. "A fanboy. We've been having a real shortage of those."

"Actually, come to think of it..." Spidey spun around, scowling slightly. "Not to sound like an ingrate or anything, but this is, like, the third time I've fought the Sinister Six. Why didn't you guys help before?"

Somehow, Spidey could just tell Tony was giving him a dry stare behind that helmet. "Hey, kid, have you paid your daily fealty to our overlord, Kang the Conqueror, yet?"

"...No?"

"Yeah. You haven't. You're welcome."

"I think what Tony's trying to say," said Ant-Man, exiting the Quinjet himself, "is that we don't always have time to deal with every single threat. We can't be everywhere at once."

"You're lucky Hank and I were at the Vault when the breakout happened," said Wasp from her resting spot on her boyfriend's shoulder (She was still fun-sized). "Speaking of which, let's hurry up and bring these bad boys back to their cells. Some of us have got manicures to get to."

"I told you, that's normal for businessmen!" snapped Iron Man. "Let it go already."

"Let's not get ahead of ourselves." Captain America stepped towards Thor, who was escorting the very last supervillain to the Quinjet in his perfectly sculpted arms. "Before we leave, let's figure out who our masked man here is." Cap grabbed the rubber mask on the unconscious Hobgoblin and yanked it off.

The eye of every last Avenger and/or freelance superhero fell on the Goblin's newly-revealed face.

"I can't believe it!" gasped Spider-Man. "It's... It's... some random guy I've never seen before. Wow." Sure enough, the guy in the Hobgoblin suit was just some shlubby nobody. Spidey had webbed up about twenty exact clones of him snatching purses and robbing jewelry stores this week alone.

"Odin's beard!" Thor, however, dropped the Hobgoblin in shock. "This villain was but a mere mortal pretending at being a fabled creature to appear more fearsome? Truly, the ways of your Midgardian criminals continue to perplex me."

"J.A.R.V.I.S.?" Iron Man held out a palm, once again emitting a blue light that scanned the unmasked villain's head.

"_My__ facial recognition software __has__ identified this man as __Arnold Samuel Donovan_," said the British voice. "_A small-time criminal whose family reported him missing several days ago, sir._"

"You've got to be kidding me!" Spider-Man threw his hands in the air. "_Another _brainwashed mook? Ugh, the Hobgoblin's secret ID has _got _to be the most convoluted nonsense... Swear to God, if he has an identical twin brother, I'm gonna flip out."

"Yeah, well, no offense, but I think the mystery of the Hobgoblin is more of a job for Scooby and the gang." Iron Man made for the Quinjet. "I coulda built his tech in the Stone Age..."

"You're going already?" Spidey flinched as the rest of the Avengers started to push past him. He'd barely even had time to grovel at Captain America's feet!

Seriously, though, it wasn't every day you got to meet the Avengers. This wasn't some newbie superhero team like the X-Men – These were the pros. And y'know what? Spider-Man was a pro, too! He'd taken out dozens of supervillains single-handedly! Captain Stacy had even flat-out admitted the Web-Head could handle threats the police couldn't. And the Avengers weren't exactly scrambling to arrest Spidey, so it was safe to say they weren't avid _Daily Bugle_ readers. When you thought about it, Spider-Man and the Avengers... they were kinda like equals, right?

"Wait, wait, hold up!"

All five Avengers paused at the Quinjet entrance and glanced back at the Web-Slinger.

"You guys aren't, uh..." Thank God Peter wore a mask. His face was about the same shade as it right now. "...accepting applications, are you?"

Iron Man made a noise halfway between a snort and a guffaw. "What, you wanna join the team?"

"Well, we _did _let Ant-Man join," smirked Wasp.

"_Jan._"

"I'm joking, Hank."

Thor scratched his finely-chiseled chin. "If half the tales of this masked adventurer's exploits are true, I would be honored to fight alongside him on the battlefield. But we must defer to the judgment of our leader."

Every head spun towards the Captain.

Captain America's eyes fell on Spider-Man, sending a shiver down his spine. Was... Was this actually happening? He couldn't believe it. Fighting beside Captain America was the kind of thing Peter had dreamed about since he was four. And the Avengers got a salary and official government approval, right? Goodbye, Jameson slander, hello, college tuition. Hello, top-notch medical care for Aunt May. Hello-

"No kids." Captain America put his back to Spider-Man and marched onto the Quinjet without another word.

It felt like Spider-Man's stomach had just been dropped down an elevator shaft. The words rang in his ears: _No kids. No kids. No__ooooo__ k__iiiiiii__id__ssss__s. _"But- But-" No, _no_, he was _not_ gonna burst into tears in front of the flipping Avengers. "But I'm not a-"

"Your voice cracked, like, five times just now." Iron Man followed Cap onto the jet. "Come back when you finish puberty, m'kay?"

"What's a fourteen-year-old doing trying to be a superhero in the first place?" muttered Ant-Man, entering after him. "We ought to yank off his mask and take him back to his mom before he hurts himself..."

"C'mon, guys, don't be mean!" Wasp said in an undertone. "He's just some little mutant kid who wants to join his favorite superhero team. It's cute."

And with that, the Quinjet levitated into the air, then zoomed past all the news helicopters swarming the building and off into the night sky. Spider-Man stayed motionless on the hospital rooftop, watching the jet until it finally vanished over the horizon.

...And now he wished they'd let the Sinister Six kill him.

* * *

"Ugh..."

Gradually, Rhino's eyes opened and the bleariness faded, revealing a cold, gray surface. It took him a moment to realize he was staring at the ceiling. So either Rhino was back to his usual size, or this was a real tiny room. "What the-?" His first impulse was to bolt upright, except that when he tried, Rhino didn't budge. There were straps around his limbs and torso, and no matter how hard he squirmed, they wouldn't so much as wiggle. Nuts. Someone had sprung for the adamantium restraints.

Rhino was about to call out to see if anyone was there, but then a voice hit his ears. A voice that sent chills down his neck. A voice that made goosebumps break out beneath his rhinoceros-like hide. The absolute last voice the Rhino wanted to hear _ever_.

"Alexander." Hank Pym leaned down into Rhino's field of vision. He'd traded his superhero costume for a white lab coat, but for some reason, he was still wearing that ant-controlling helmet of his.

"W-What are you gonna do to me?" Rhino's teeth chattered. He had a feeling he already knew the answer.

Hank sighed. "Well, Alexander, if you remember, the agreement your lawyer worked out was that the government couldn't experiment on you so long as you exhibited good behavior. But... I'd say threatening to topple a hospital violates those terms."

"No," Rhino said faintly. "No, no, _no! __You can't do this to me! You're sick!_"

"I assure you, there's no lethal risk involved," said Hank. "We've already tested the procedure on Mark, and it was highly successful." But then he glanced away. "Unfortunately, since your subdermal armor's too thick for us to monitor your vitals, we, err, can't safely sedate you like we did him. But just try to relax. It won't be that bad, I promise."

Rhino's lips quivered. Something was tickling him. Something on his toes... and then his ankles... and then his legs. That wasn't right – The Rhino couldn't feel nothing through his hide. Unless... Unless the tickling was coming from... _underneath_ it.

"_Get them off! Get them off me!_" Rhino thrashed with all his might, but his retrains wouldn't budge.

"Please, Alexander, there's nothing to worry about." Hank gave him a soothing pat on his armored shoulder. "When your skin grows back, it'll look _very_ normal." He paused. "Ideally."

Reportedly, Rhino's screams were audible from the far side of the Vault.

* * *

Hours later, a much wearier Hank Pym trudged into the Vault's hospital wing, removed his ant-controlling helmet, and plopped himself down in the chair beside his girlfriend's. Janet had been watching Mark's heavily-bandaged chest rise and fall from within his hospital bed, but she looked up at Hank's approach.

"Everything okay?"

"Three operations in one night!" Hank dropped his helmet to the floor so he could bury his palms in his forehead. "Sometimes I don't know how I manage being a superhero on top of all this."

"Well, look on the bright side – You cured those supervillains like you wanted." Janet nodded to the far side of the room.

In the bed directly across from Mark's, a much smaller and much lighter Alex O'Hirn was resting under the covers with about half a billion different pain meds shooting into his arm. Now he looked less like a rhinoceros, more like a mummy.

And, of course, his sleep was made difficult by the short, wrinkled, bespectacled old lady crouched over his bed and speaking in a voice that'd make dogs howl in pain: "_Alexander O'Hirn, what did I say I'd do if you went to __jail__ again?_"

"Aw, momma-"

"_What __di__d I say I'd do?_"

Alex bowed his head. "I... I can't stay in your basement no more."

"_You're darn right you can't__! __How did I raise such a shameless little criminal, huh? Where'd I go wrong, Alexander? Where'd I go wrong?_"

Back on the other end of the hospital, Janet snickered.

Another voice snickered, too, but for a different reason – Hank and Janet turned to the third occupied bed, in which rested a third man in a full-body cast.

"You think you 'cured' us?" About the only portion of Mac Gargan's body not covered in bandages was his face, which was currently contorted into quite the sneer. "Please. Soon as I'm free, I'll find some other mad scientist to give me powers. And if not me, someone else'll come along and do it. Sorry to bust your bubble, but there's a lot more where Rhino and me came from."

"Oh yeah?" Janet glared at him, hands on her hips. "Like who?"

* * *

"Mr. Kingsley, sir." The door opened on a darkened room, and in entered a monkey suit-wearing man with absolutely perfect posture. "Octavius failed. He and all his associates were captured by the Avengers – including Lefty Donovan."

Instead of replying, Kingsley took a deep whiff of the perfume bottle in his hands, exhaled slowly... and then tossed the bottle to the ground, sending a mixture of glass and fumes flying every which way. "Still can't get it to smell quite right, can we?" He chuckled to himself. "Well, like I always say, if you want something done right... brainwash someone more competent into doing it for you."

Kingsley turned to another figure in the corner – one seated in a chair, covered in even more shadows than Kingsley himself.

"Cassandra? You have work to do."

* * *

By the time Peter reached Queens, it was pitch black out. For once, he'd actually shelled out the money for the subway because he was too flat-out exhausted to web-swing.

Peter shut the door to the Parker household behind him, his tattered costume stuffed haphazardly into his backpack, praying he could make it up to his room without Aunt May noticing the blood or the bruises or the limp. He'd almost made it to the staircase when he caught sight of someone in the living room armchair.

But it wasn't Aunt May. It was Gwen, her tear-stained face lit by the pale light of the TV – The TV that was currently playing news footage of the Sinister Six smearing Spider-Man into the pavement.

"Gwen?" Peter rushed to her side. "What's wrong?"

"What's wrong?" Gwen repeated incredulously. "_What's wrong?_ The news has been showing you getting shot, beaten, and electrocuted on repeat for _over an__ hour!_"

"_Keep your voice down!_" Peter said in a harsh whisper, shooting wary glances around the room. "Where's Aunt May?"

"Sleeping," Gwen said tightly. "She thought you were perfectly safe taking pictures from far away with your nonexistent zoom lens. She didn't get why I was freaking out so bad." Gwen hugged her arms. They were shaking.

"Gwen, I'm sorry- hey!" Peter took a step towards her, but before he could get close, Gwen sprang out of her seat and backed away. "Look, I'm sorry I scared you, but I'm really okay- _Ow._" Dang it, Peter had put his weight on his foot the wrong way, and now it stung like crazy. "I've got superpowers, remember? I heal faster, I can take more punishment-"

"Dr. Octopus was about to slice your head off!" snapped Gwen. "Were you gonna 'heal back' from _that?_"

"Yeah, well, that's not the first time the bad guys have come close, but I always-" Okay, judging from her face, that wasn't the right thing to say. "I mean, it wasn't like I was in _real _danger. You saw it all on the news, right? The Avengers saved me. It was actually really awes-"

"That's another thing!" Gwen's voice was so shrill, it cracked a bit. "I thought you said you _had _to go to that hospital because no other superheros could _possibly _save the hostages, but the Avengers handled it _just fine_. You didn't even do anything to help. You almost died for _nothing_. You-" A sniffle escaped her throat. "You almost died. I... I thought you were dead."

"Gwen..." This time she accepted the hug. "I'm sorry – I mean it. I swear, I didn't think the Avengers would show up. I really thought it was up to me."

"That's the thing, though." Gwen let out a bitter, _bitter _laugh. "You _always_ think it's up to you."

"What's with this attitude?" The words came out with so much more bite than Peter had meant that he found himself withdrawing from the hug. "I just risked my life trying to save a bunch of people I'll never meet – Heck, I've been doing it nonstop since last summer – and, y'know, I hate to sound too entitled, but _a __'__thank you__'__ would be nice every now and then!_" Crap, now _he_ was the one who needed to keep his voice down. "What is _with _everyone in Manhattan calling me a menace or making snide comments or- or _the actual Avengers_ laughing at me to my face? Captain freakin' America just barred me from joining the team because I'm a 'kid.' He forgot to mention I was a kid who's saved New York City more times than I can even remember, but I guess when you're so high up in the clouds, little details like that don't matter as much to-"

"_Are you __serious__?_" Gwen made another incredulous laugh, and this time she didn't sound even remotely amused. "What, you think he said that just to hurt your feelings? Do you have any idea what happened to the _last_ kid who worked with Captain America?"

"Who, Bucky?" snapped Peter. "The kid who died trying to disarm a drone bomber? The one who's got his own statue in Washington, D.C.? Gee, what a terrible role model-"

"_You want to die._" It wasn't a question. Gwen put her hand over her mouth, her eyes wide and watering. "Oh my God, that is literally what you just told me."

Peter blinked. "What? No, that's not what I-"

"You want to die! You think it's your fault your uncle's dead, so now you won't be happy until you're dead, too!"

They weren't even that loud, but somehow, the words reverberated like a church bell. Peter could take a beating. Getting smacked, getting shot at, getting deep fried by some plasma-spewing supervillain... He could take all that because... because when it came down to it, _not_ fighting bad guys hurt him a lot more than fighting them.

But this? Hearing _those_ words from _this_ person?

"Gwen, I-"

She didn't even give him a chance to speak. She just slammed the front door behind her and bolted off into the night.

Peter's first impulse was to go after her, but even running to the front door made his legs burn. Instead, Peter found himself collapsing into the very same armchair his girlfriend had spent the past few hours in. His eyes fell on the TV screen, staring at it the same way she must've.

_Spider-Man's execution?!_ the ticker-tape proclaimed as the news played the clip of Electro zapping Spidey half to death in super slow motion. Absently, Peter laid his hand down, then flinched. The armrest was damp. Peter's eyes clamped shut, and suddenly his head was impossible to lift.

For the first time that night, Peter hurt.

* * *

_**Author's Note: **_**And thus ends another chapter in the action packed, often tragic tale of New York's greatest teenage superhero! With the closing of another thrilling story arc, I'll be taking yet another break from documenting the Wall-Crawler's exploits. And before you call me lazy, just remember that I'm trying to adapt literally decades of comic books here. This fanfic could go on a while, and the last thing I want to do is burn myself out, so from now on my general M.O. will be writing ****one solid story arc and then taking a break before writing the next one. This upcoming "story arc" will be a bit more episodic, though, kinda like the first eight chapters. **

_**NEXT CHAPTER: **_**Spider-Man has a... SHOCKING confrontation. Get it? Shocking. It's... ****It's the Shocker. Next chapter's about the Shocker. 'Nuff said.**


	23. Brand Equity

"Dude, girls are crazy." The Human Torch grinned as he hovered in the air beside the Inanimate Object Torch of Lady Liberty. "This one time, I met this super cute princess, and we were totally gonna hook up, except she couldn't survive in Earth's atmosphere for longer than-"

"Err, that's great, Johnny." Spider-Man sighed wistfully, gazing out over the Manhattan skyline. He'd been oddly moody today, and honestly, he was starting to creep himself out. Nary a quip had escaped his mouth all morning. "But have you ever, I don't know, had relationship problems because your girlfriend was scared you'd get killed from- from all the superheroing you do?"

"Hmm..." The Torch scratched his blazing chin. "I had a chick break up with me once after Paste-Pot Pete ruined her dress. Does that count?"

"Never mind." With a bit of effort, Spidey pulled himself back to his feet, though his joints still screamed in agony. "Look, I've gotta go before I'm late to class. Catch you later."

"You too, Web-Head."

And with that, Spidey spun a quick slingshot between Lady Liberty's hat-spikes. What? It wasn't like he could web-swing off Liberty Island. And he'd even remembered to use the dissolves-after-an-hour webbing this time. Defacing landmarks is bad, kids.

Just before firing, Spidey paused, readying himself. There was a brief silence.

"You know, if it's not working out with your current girl, I can get you the numbers of some supermodels-"

"I already said no, Johnny!"

* * *

Peter hung his head as he trudged down the depressingly upbeat halls of Midtown High. Man, Johnny was a good guy, but he could be a little ridiculous sometimes. Peter Parker with a model? Yeah, _that_ was gonna happen...

But Peter was, apparently, the only student in a sour mood. All the other ones were smiling and laughing and bolting for the buses so they could soak in every last minute of summer vacation. To be honest, Peter had almost forgotten the school year was coming to an end. Ever since the Sinister Six were re-captured, he'd been spending all his free time hunting for Vault escapees.

No luck finding Walter Hardy yet. And other than that, nothing eventful had really happened. Well, actually, gay marriage had been declared legal nationwide the other day, so that was cool. Now if only the U.S. could get that progressive about mutants...

"Come one, come all, to see the most advanced supercomputer in world created by me, the incredible Dr. Patty!"

"Whuh?" Just before he reached the giant double doors to freedom, Peter spun around. It looked like some kind of exhibit had been set up in the hallway for the summer science fair, and at the head of it was an oversized hunk a junk that'd gathered quite a crowd of bemused students. The "supercomputer" looked a few decades out of date. It'd been decorated with mechanical limbs and a head to look like a big, square robot.

At the robot's side, an over-enthused announcer bellowed into a microphone: "Just ask any question, any question at all, and the Living Brain will answer it!"

"What's the capital of Wakanda?" yelled a random kid from the crowd.

The Living Brain's "face" glowed bright yellow and made a humming noise, like it was pondering this, before a synthetic male voice beeped out, "_The city of __C__entral Wakanda_."

"What's the eighty-third digit of Pi?" asked another kid.

"_Six_," the Brain said without a moment's hesitation.

"They taught a computer to use Google," one of the students huffed. "Big deal. My phone can do that, too."

Hobie Brown was about to yell something out, but he was cut off by Kong. "Ooh! Ooh! I've got a good one! What's Spider-Man's secret identity?"

A tense silence swept the crowd as the computer hummed for several long minutes. Finally, the Living Brain beeped out, "_According to my advanced calculations based on a complex search algorithm of __social media __sightings in addition to a prominent dance remix video, my processors have determined that the secret identity of Spider-Man is P-_" _Boop_. Its face went dark.

There was a collective groan from the crowd as countless angry eyes fell on the Living Brain's torn power cord... and on the sneaker it was currently tangled around.

"Uh, sorry, I, err, wasn't watching where I was going..." Peter hurriedly excused himself amid cried of, "Puny Parker!" and "You blockhead!" As soon as he was safely out of sight, Peter wiped the sweat from his brow. That'd been a close one...

Normally, Peter would've vamooshed by now, but he hesitated as he passed a certain locker... and a certain unmistakable headband atop a mop of blonde hair. Gwen's back was turned to him. For a second, Peter was tempted to say something, but... what was the point? Nothing had really changed since the night Gwen flipped out on him, and while Peter hated to admit it, she had a point. Well, obviously, Peter _didn't_ have a death wish, but he _did_ risk his life on a regular basis, and Gwen had every right to be upset about it. And he wasn't about to hang up the tights, so what could Peter possibly say to comfort her?

He shut his eyes. As much as he'd liked it at first, Peter was starting to wish Gwen had never found out his secret identity. The city's supervillains had caused her enough stress without her boyfriend adding to the pile.

Slowly, Peter's eyelids re-opened. Just before he turned away, he caught sight of something hanging in Gwen's locker – a picture of a smiling woman. Peter recognized her from the wallpaper on Gwen's phone. Gwen had lost her in a car crash, the more statistically likely scenario compared to Peter's and Eddie's.

Slowly, reluctantly, Peter turned away and trudged down the hall. No wonder Gwen was so scared of losing him. And had he even considered that when he decided to date her? No matter how hard he tried, Peter kept being such a jerk...

* * *

"So how was the last day of school?"

The first thing Peter found upon opening the door was his aunt covered in sweat. He gave a start, but it was a false alarm. Judging by her oven mitts, she'd just been cooking.

"Fine. It was fine. I've got to get ready for work." Peter pushed past her towards the stairs without another word.

Maybe he was being paranoid, but... Look, the last time Aunt May had a heart attack, Peter hadn't even noticed she was missing until MJ came and told him. You couldn't blame him for being a little on-edge, especially with Ben's killer running loose. The day Captain Stacy had rung the doorbell and quietly explained it to her, Aunt May had looked like she might cry. Of course, Peter knew Walter Hardy regretted what he'd done and was unlikely to bother the Parkers again, but Peter couldn't exactly tell Aunt May how he knew that. At least not without telling her... everything else.

And if Gwen was taking the stress of his double life badly, Peter didn't even want to think about how well Aunt May would take it.

Once he reached his room, Peter tossed his backpack in his desk chair and plopped himself down on his bed. Now he had to make a decision. He could either get his work clothes from the closet and head down to the Daily Bugle... or get his _other _work clothes from his backpack and swing around the city.

Hmm... It was a tough choice. Peter hadn't actually been scheduled to come in today, but Mr. Robertson was cool with him showing up whenever to work on the Bugle's website, so Peter _would _be getting a paycheck, and paychecks were pretty nice... but on the other hand, there were still Vault escapees running free.

Sure, he'd had no luck tracking down Black Cat's dad, but Spider-Man hadn't yet scoured the city for-

* * *

"Montana? Uh... you okay, buddy?"

Fancy Dan and Ox watched for several long minutes as Montana stood there with a briefcase in hand, glassy-eyed, staring at the charred remains of a sign that just barely had enough non-scorched paint left on it to read, "Big Sky Lounge."

"It's okay," Fancy Dan said gently. "There'll be other pool joints."

"Y'know, I heard about this one really good bar where guys like us hang out," said Ox. "What was its name again...?"

"The Bar with No Name," said Dan.

"Oh. Right." Ox turned to Montana. "How about it, Montana? You wanna go there?"

Not a single muscle on Montana's face came close to moving. Not even to blink.

"Maybe... Maybe you need a moment." Fancy Dan turned himself around. "C'mon, Ox, let's give him some time al-"

Suddenly, Montana stepped forward, climbing over the "building condemned" tape and through the door.

"Montana, wait!" yelped Ox, scurrying after him. "That's not safe!"

"You don't want a building falling on top of you!" added Fancy Dan. "Again..."

Nonetheless, both Ox and Fancy Dan found themselves accompanying their comrade inside the shriveled building. Ox coughed and Dan rubbed his eyes, but Montana was apparently unaffected by all the ash wafting through the air. Wordlessly, he marched up to the biggest pile of ash – the pile where a pool table had once stood.

Finally, some words escaped his mouth, barely audible: "Who did this?"

"What?" Ox and Dan snapped to attention.

"I want to know who to kill." Montana's hand clamped around a charred pool ball.

"Well, the truth is..." Ox bowed his head. "Dan and me read about this in the paper. We- We didn't have the heart to tell you, but... they say this was done by some guy with fire powers. His whole body was flaming."

Montana spun towards him. "That Fantastic Four punk?"

"No, another fire guy."

"Well, heck, how many fire guys _are_ there?"

"A lot, actually. See, Johnny Storm is the _second_ Human Torch, and then there's also-"

"Shuttup, _now._" Out of nowhere, Montana's body tensed up. His eyes narrowed. "Someone's comin'."

All three Enforcers went deathly quiet. They turned their head towards the remains of the lounge's entrance – the source of some echoing footsteps that were growing louder and louder. Finally, the source of the footsteps came into view, pushing his way through the scorched front door. It was a man who, despite the summer heat, was wrapped in a heavy overcoat, his face hidden by a dark hood.

After a moment's silence, the man said, his voice rough and ragged, "Are you Montana?"

Montana pulled himself to his full stature. "Who wants t'know?"

The man chuckled. "Yeah, it's you. No mistaking that accent." He raised his head, revealing a silver visor over his eyes. "I heard this place was your old haunt. Figured you'd come back here eventually. Only a matter of time."

Montana snorted. "Son, am I s'posed to know you?"

The man chuckled harder. "I guess not. Not many people _do_ know me..." But his humor quickly vanished. "...but everyone knows the Shocker. Soon as you get a costume and codename, suddenly everyone remembers you, don't they?"

"Eh, not really," said Ox. "We're kinda C-list villains, to be hon-"

"_Shut up!_"

Out of nowhere, a pillar of screeching sound erupted from the man's hands. The far wall exploded with enough force to knock the Enforcers off their feet and leave their ears ringing.

"What in tarnation-?" Montana was the first one to regain his composure. He tumbled behind the burned up pool table, stopping only long enough to get a good look at his attacker.

"You tell your boss he can steal as much of my tech as he wants!" The man's coat zipper had come loose to reveal a tangle of tubes and wires all connected to a steel harness around his torso. Apparently, his sonic attack had had enough force to rip his sleeves off, too, exposing the centerpieces of his device – namely, a pair of gauntlets that dwarfed the Shocker's. They were so big around, they made the man's forearms look twice as thick as his upper arms. "I'll just build an improved version and use it to _kill his entire criminal empire!_"

"Boy, you're a couple farmhands short of a ranch if you think you can-" Montana didn't have time to finish his Southernism before he had to duck another sonic blast.

"Hold still!" the man yelled, hoisting his gauntlets high. "These puppies aren't like your dinky little compressed air shooters. Yours are prototypes, whereas one hit from _these_ is enough to pop every last fleshy balloon in your body!"

Of course, the design flaw here was that the gauntlets were too bulky to aim properly, giving the Enforcers plenty of leeway to dodge. On the other hand, it didn't take precise aiming to topple a condemned building.

"I told you we shouldn't have come in here!" Fancy Dan's teeth started to chatter, but Ox's face held far more confidence.

"Move over. I got this." He ripped off his extra-extra-extra large t-shirt, freeing the mechsuit underneath. With a metallic _click_, Ox's helmet flipped back over his face, and he crouched into a charging stance.

_Boom_.

Before their assailant could fire another blast, the Enforcers were escaping through an Ox-shaped hole in the wall, leaving the mystery man to deal with the building's wreckage all by himself.

The Enforcers bolted down the streets, not even caring if civilians saw Fancy Dan changing into the Ricochet outfit beneath his own civvies. This being Manhattan, it only took them a second to hail down a cap – though Ox standing in the middle of the road might have sped the process up a bit.

"_Drive!_" Montana pushed his way inside, followed by Richochet and Ox. The moment the doors were shut, the cabbie obediently hit the gas.

"Who the heck _is_ that guy?" Ricochet's chest heaved as the sidewalk sped by the window.

"Ain't got a clue." As he spoke, Montana popped open his briefcase. "And frankly, I don't care. Whoever this punk us, you boys and me are gonna teach him some manners." And within the case were a familiar mask and gauntlets.

Unfortunately, before the taxi could get far, the road beneath it was overturned by a sonic blast. The cabbie was forced to make a u-turn, narrowly dodging what would've undoubtedly been a deadly explosion.

"GET BACK HERE, SHOCKER!" The mystery man had, evidently, escaped the collapsing building unscathed. He ran after the cab, firing his gauntlets blindly. "SHOOOOOOOOOOOOCKEEEEEEEEEEEER! YOU CAN'T ESCAPE MEEEEEEE! I'LL CHASE YOU TO THE ENDS OF THE EAAAAAAAAAAAAAAARTH!"

"Jesus, what's wrong with this guy?" Ricochet leaned over just to gape at the man through the cab's back window.

"My guess?" said Montanna, now in full banana yellow Shocker garb. "The other kids picked on 'im on the short bus."

As soon as their attacker had vanished safely over the horizon, Shocker ordered the cabbie to hit the brakes, and the Enforcers hopped out.

"Good, now keep drivin'," said Shocker.

The cabbie didn't look nearly brave enough to ask for fare.

Once the taxi sped off, the Enforcers ducked into a nearby alleyway.

"Alright, boys, here's the deal," Shocker said in an undertone. "That nut ain't expectin' us to leave the cab. Soon as he runs by, we jump 'im."

Ox and Ricochet nodded in agreement.

"Great plan as always, chief," said Ricochet. "Don't see how it could possibly go-"

_Thwip_.

"Well, if it isn't my favorite rodeo clown!"

"-wrong."

The next instant, a strand of webbing on the back of his neck sent Ricochet's head into a brick wall. True to his name, Ricochet rebounded and smacked straight into Ox's stomach, toppling him over.

"_Bug!_" Shocker immediately fired his gauntlets skyward, but the "bug" did an impressive midair twirl, dodging perfectly and landing in the alleyway between Shocker and his cohorts.

"And here I thought you were gonna be hard to find!" said Spider-Man, puffing out his chest. "But nope, you're running around in full costume in broad daylight. Guess you really missed me."

"Now's not the time for this, bug!" Shocker tried to flee the other way, but Spidey quickly sealed the far end with webbing.

"It's not? Well, gee, then let me come back when it's more convenient to you." While Spider-Man was busy running his mouth, Ox regained his composure and crept up behind him... only for Spidey to duck his punch at the last second. "I'd hate to be inconsiderate."

Shocker fired another blast of glowing green compressed air, but all he managed to hit was the trash can behind Spidey.

"Hey, Shockey, y'know what I've been thinking?" Next, Spider-Man turned his attention on Ricochet. The two of them traded fisticuffs, which, thanks to Ricochet's mechsuit, ended up looking like a big blur to the naked eye. "You wear bright yellow and red, and your cronies here wear dark purple and gray. What is _up_ with that?" Ricochet started reverberating between the alley walls, forcing Spidey to run up them to dodge like some demented game of Pong. "Would it kill you guys to color coordinate? I mean, if one of you has to look like a giant doof, it's only fair that the other two should-"

"_Would you shut up and listen for one doggone second?_" Shocker fired straight up just for the sake of drowning out the noise. "There's some dangerous nutjob comin' after us, and if you keep makin' all this racket, he's gonna-"

"_There you are, Shocker! __I knew y__ou couldn't hide forever!_" Everyone's favorite madman rounded the corner.

Spider-Man finally halted the battle so he could stare at the newcomer from up on the alley wall. After several silent seconds he turned to look back down at Shocker. "Man, you Enforcers _really_ need stricter hiring standards."

"He's not with us!" snapped Ox. "We don't even know the guy!"

"Really? Hmm, well then..." Spidey turned to the mystery man. "Hey, dude, what's your deal?"

"I want to topple Tombstone's empire!" said the man.

"Mm hmm, mm hmm, I'm with you so far," nodded Spidey.

"And I'm gonna start by killing his lackeys here!"

"Aaaaaaand you lost me." Spider-Man dropped down between the two parties. "Call me old fashioned, but I'm really not on board with murder."

"Well, if you're not with me..." The man raised his gauntlets. Spidey didn't need spider-sense to know where this was going. "...then you're _against me!_"

_Boom_. Spider-Man was glad he didn't have super-hearing, or else his eardrums would've burst for sure. He managed to tumble out of the way, but this guy's blasts were way bigger and thicker than Shocker's. There was probably a "that's what she said" joke in there somewhere, but Spidey was too busy being trapped under a massive pile of debris to make it.

* * *

"Ugh..." Why was it so dark all of a sudden? Spider-Man impulsively pushed upwards. He managed to move the largest chunks of rubble off his back, letting just enough light flood in for him to get a good look at his surroundings. With a pang, he realized he was pushing against a row of bricks that'd once been the wall to a building. A building full of innocent people.

"No!" Spider-Man frantically struggled with all his might, but even with the proportionate strength of a spider, lifting a chunk of building off yourself wasn't an easy task. Spidey glanced around, his eyes slowly adjusting to the dimness. He saw Ox, Ricochet, and a couple pedestrians all unconscious at his feet. At least, he _hoped_ they were unconscious.

"Are you really gonna go through all this effort just cuz someone stole your toys, boy?" Wait, Spider-Man heard a voice. Unless the blast had knocked him all the way to Texas, that had to be Shocker.

"I didn't just have my 'toys' stolen!" said a whinier, higher-pitched voice that could only belong to the mysterious attacker. "Tombstone ruined my life! TriCorp was going to make me a billionaire until _you _robbed their truck! Now I have _nothing!_"

_Boom_. The ground shook, sending even more rubble down on Spider-Man's shoulders. Great.

"So yer in the business of blamin' other people for yer problems?" _Boom_. A smaller shockwave, presumably courtesy of Shocker. "Well, I got news for you, boy. The way I reckon' things, if all yer self-worth was tied up in some little doohickey you built, then you deserved to have it stolen."

"_I'm gonna kill you! I'm gonna kill you!_"

Even more shockwaves. If Spider-Man didn't get out of here soon, all those villains who'd said he'd be squished like a bug would actually be right.

"Now look what you done! I'm not in the business o' hurtin' innocent bystanders, son. Too messy."

Bystanders? No, no, no! Spidey redoubled his efforts to escape the rubble. C'mon, c'mon, this wasn't even as heavy as the one back at the Master Planner's lair. He could do this... He could do this... Yes, Spider-Man had been winded, but there had to be a way to bounce back from-

Wait a minute.

* * *

Shocker and his assailant stood on opposite ends of the street, staring each other down. The collapsed wall of a nearby building sent clouds of dust into the air. It was like a western, only instead of guns, they had compressed air-shooters.

"I'm gonna pry that suit off your corpse!" The way the attacker's eyes bulged behind his visor didn't make him look any saner. "I built this tech. _I _should be the Shocker. _Me! _All this time, you've been nothing but an imposter!"

Behind the green visor on his mask, Montana cocked his eyebrows. "I seen turkeys in November with more sense than you."

"Talk all you want, but one more blast from my gloves, and you're dead!" The man's gauntlet's started to vibrate, preparing to fire... but before they had a chance, something exploded from the rubble.

There was a blur so fast, it could hardly be seen by the naked eye, and the next thing anyone knew, all the machinery on the man's chest had been smashed. His gauntlets made a pathetic little farting noise before growing still.

"What the-?" Before he could even react, the man was knocked onto his back by a swift kick from the blur. Finally, with him defeated, the blur grew still enough to be seen properly.

"Dan?" Shocker's jaw dropped as he stared at the purple-and-gray man standing before him. "I ain't never seen you go _that_ fast-"

"Guess again!" _Thwip_. Suddenly, Shocker was glued to the floor by a burst of webbing from Ricochet's palms. "Turns out this suit is one-size-fits-all. Pretty cool, right?" Spidey motioned back to the pile of rubble, where the real Fancy Dan was lying unconscious in his boxer shorts.

"Aww, shucks, I don't know whether to kiss you or _kill _you!" Shocker tried to fire his own gauntlets, but apparently the kinetic energy from the Ricochet suit on top of Spidey's own abundant energy meant he could give Quicksilver a run for his money. He smashed the gloves before Shocker even knew what hit him.

"This suit is awesome!" Spider-Man pumped his fist. "I'm keeping it forever!"

* * *

"What do you _mean_, 'police evidence?'"

Sergeant DeWolff gave Spider-Man a look. "You really want to add 'tampering with a crime scene' to your list of felonies?"

"Alright, alright. If it'll help put Tinkerer behind bars..." Spidey reluctantly began undressing (Don't worry, he'd kept his spandex on underneath it).

Behind DeWolff, the Enforcers and, uh, Lame Shocker Knockoff Man were being led in handcuffs into a police van. And all the while, the Shocker knockoff was screaming at the top of his lungs: "_I'll kill Tombstone! I'll kill him and everyone who works for him if it's the last thing I do! I'm the REAL Shocker! I'll teach the world to respect the name Herman Schultz! I'll..._"

Finally, the van doors mercifully shut.

And with that, Spider-Man swung off before the police had time to decide if he was a threat or menace. Man, what a bummer... Ah, well, it probably would've turned out to be another evil alien costume, anyways.

Spider-Man was just glad the ambulances had gotten there fast and no one was seriously hurt. Heck, Damage Control had already arrived to fix the wall before Spidey had even left. Still... he had to admit, being trapped under that rubble, forced to do nothing but watch as the Shockers duked it out, praying no innocent people had been hurt... It'd been scary.

Was that what Gwen felt like every time Peter put on the tights? Helplessly watching from afar, praying no one got killed this time?

Spider-Man sighed as he released his web, hurtling through the air until he fired another at the nearest building. At least now the most dangerous Vault escapees were back behind bars. Maybe Peter could take a break from web-slinging for a while? With all the major supervillains put away, he didn't really have anything else to worry about, right?

* * *

"Oh, my poor robot..." Dr. Petty gave the Living Brain a gentle pat as he wheeled it into his apartment, just barely managing to squeeze it through the door. "Some mean old student broke your power cord, didn't they?"

The Living Brain came to a rest in front of Dr. Petty's beat-up old TV.

"Here, I'll have you fixed up good as new." Petty knelt down to replace the torn cord. "And in the meantime, why don't we both watch an old movie I DVR'd?" He clicked the remote.

The TV winked to life, displaying an image of a dancing cartoon puppet. The Living Brain's yellow eyes lit up right as the puppet started to sing:

"_I've got no strings,_

_T__o hold me down..._"

* * *

**_NEXT CHAPTER__:_ Kraven the Hunter! What? You weren't expecting Living Brain, were you?**


	24. Planned Obsolescence

Overall, supervillains were a varied bunch. When it came to powers and gimmicks, you'd be hard pressed to find two with the same. There were villains who took on the properties of any material they touched, villains made out of living laser beams, and even a villain who used a ray to turn people hateful and was also a clone of Adolf Hitler. All sorts of supervillains.

Some supervillain MOs were, however, trendier than others. Right now, for instance, turning yourself into a genetically altered half-animal monstrosity was the latest fad. There was an entire, newly-built wing of the Vault specially dedicated to housing these abominations against nature. The place looked more like an animal sanctuary than a maximum security prison. It had puma-men, snake-men, dinosaur-men... They all seemed quite ferocious at first blush, but at the moment, most of the animal-people were simply curled up in their cells with bored looks on their faces. The Zoo, as the guards called it, was actually one of the more peaceful regions of the Vault.

Most of the time.

"_Unhand me!_" A writhing mass of orange fur lashed out at its captors, missing the face of one of the luckier guards by millimeters. The creature hissed as it struggled against its inhibitor collar. The thing looked like the result of someone taking a big, buff Russian guy and throwing him in a blender with a bunch of jungle cats – which was actually not too far from the truth.

Kraven the Hunter bared his fangs at the guards. He'd been one of the few members of Spider-Man's rouges gallery to have completely avoided jail time up until now, making this ordeal doubly unpleasant for him. Right before lunch, a small army had opened up Kraven's cell and ushered him out into the middle of the gray, barren hallway. Kraven fought valiantly, but after several more prods from the guards' shock sticks, he was forced to allow a man in a white coat to inject a serum of yellow fluid into his arm.

The instant the needle left his skin, an uneasy sensation rocked Kraven's entire body. He tried to roar in displeasure, but all that came out was a distressingly human cry of agony. When the tremors finally stopped and the room finished spinning, Kraven picked himself up off the floor, then froze. His eyes had caught sight of his small, pink, totally furless hands.

"I'm... I'm human again?" he stammered out, hoarse. Slowly, he turned to the guards, his eyes wide with disbelief. "What have you done to me?"

"Well, huh." The doctor sounded just as surprised as Kraven. "Whattaya know, that gene cleanser Oscorp sold us actually worked for once."

On pure impulse, Kraven tired to bare his fangs, but the only things he ended up baring were his molars. "Do you have _any idea_ how much money you just cost me?"

The doctor smirked at him. "Next time, try investing in Baron Zemo. We've been pumping gene cleansers into Zemo's little vermin here for weeks, and he's feral as ever." He pointed behind Kraven. Kraven turned his head to see another supervillain being dragged out of his cell – a ratlike creature with beady red eyes and messy brown fur who screeched as he swatted a shock stick away.

Kraven snorted. "Inject me with whatever serums you like," he said, his Russian accent growing even thicker. "You will not stop the hunt."

"Uh huh. Sure." The doctor hardly spared a glance up from his clipboard. "Alright, boys, take him to observation."

This time, they apparently thought it safe to ferry Kraven into the chamber with half the guards. He obediently marched out of the Zoo, but not before giving one last lingering look back at the rat creature.

The beast was still struggling with all its might, and the shock sticks were having no effect. They were clearly hurting the creature, but... it didn't seem to care. There was simply too much animal and too little man remaining.

* * *

Kraven the Hunter sat on the mattress in the observation room. Now that he was small enough to fit inside one, he'd been given a standard orange prison jumpsuit. Unlike the Zoo, which was filled with constant growling and howling, the observation room was dead quiet.

At least, until the sound of jungle drums filled the air.

"Calypso." Kraven didn't even look up from his meditation, yet he knew who was standing before him. The dark-skinned beauty was peering down at him from behind the hood of her white fur robes.

"Is this how you'll be spending the rest of your days?" He flinched – Her voice was so much colder than usual. "Locked in a cage like the beasts you're so proud of hunting?"

"Calypso, my love!" Kraven hastily rose to his feet. "I plan to escape, of course, but it will take time and patience. I must study my environment, wait for an opening-"

"The man I fell for was never this boring." Gone was Calypso's usual smugness, and in its place was pure disappointment. "I'd hoped this Spider-Man would be a mere warmup before you hunted the _real_ superhumans, but instead I seemed to have learned the upper limits of your prowess."

"_Upper limits?_" Kraven looked like he had half a mind to smack her. "Kraven the Hunter has no 'upper limits!' I assure you, Calypso, the Spider-Man's victories thus far have been mere flukes."

Calyspo raised in eyebrow. "Is that so? Well, then, I want you to prove it." She raised a hand, her voodoo magic simmering at her fingertips. "I'm going to free you from this place. I'm giving you one last chance to best this Spider-Man, and if you fail... I will find myself a more interesting lover."

Kraven let out a huff. "I do not need your help to escape, but... for the sake of brevity, I will accept it." He bowed his head. "I will earn your love back, my darling Calypso. I have but one request." He met her eyes. "The half-man, half-rat in the room across from here... I want you to free him as well."

"Why?"

"Because," said Kraven, "every good hunter needs a hunting dog."

* * *

A pair of guards stared slack-jawed at the camera feed.

"Did... Did a voodoo chick just teleport him out of his cell?" The thinner guard traded glances with his fatter coworker. "Should we... call Doctor Strange, or...?"

"Screw it!" The other guard sprang out of his seat and made for the door. "I'm gonna go get some donuts. They don't pay me enough to deal with friggin' magic..."

* * *

It was incredible how much could change in a year. Last summer, Peter had swung around Manhattan without a care in the world, earnestly believing being Spider-Man was the best thing ever. And now here he was a year later, hiding out on a flagpole beneath a little underhanging to escape the pouring rain, moping and angsting to himself about how his double life hurt all his loved ones.

Spider-Man shivered. He _knew_ he should've worn his thermals today...

Really, this summer had been pretty typical so far. Peter had been interning at the ESU labs, selling pics to the Bugle, and scouring the city in vain for Black Cat and her dad. He hadn't had so much as one lead on their whereabouts. Hmph. Peter bet the Avengers would've found them by now, seeing as they were so cool and perfect and better than Spider-Man at everything...

So what if they were too good to recruit little old Spidey? He'd start his own Avengers team with Iceman and Firestar and the Human Torch and Sophia and, uh, Colonel Jupiter and-

Spidey sneezed into his mask. Oh, gross! Now he had to swing around with snot in his face? Or else rinse it off in the rain and swing around with a freezing cold, soaking wet mask getting water up his nose? That did it, Peter was going back home. Not like any criminals were crazy enough to be out in this downpour, anyways. Peter bet Iron Man had some kinda fancy built-in filtration system in _his_ mask...

"_Razzin__'__ frazzin__'__..._" Spider-Man was just about to fire a web and pray the rain didn't wash out the adhesion when suddenly the tune of _T__he Itsy-Bitsy Spider_ hit his ears. Spidey sighed and took out his Osberry.

The caller ID nearly made his heart stop. "Gwen? What's up?" Gwen had barely spoken to Peter all summer. If she was calling, it _had_ to be important.

"Peter, I... Well, I..." Gwen's voice sounded distinctly sleep-deprived. "I've been thinking a lot. I'm sorry I'm not brave enough to say this in person, but... but we need to break up."

A bolt of lighting hit the Empire State Building off in the skyline, followed by a thunderclap. Peter knew how that lightning rod felt...

"Yeah... I figured this was a coming." _Okay, Peter, deep breaths, deep breaths_. He was gonna handle this like a mature adult. A mature adult perched on a flagpole in the middle of a rainstorm, wearing a snotty Spider-Man mask. "It's okay, Gwen. I get it. Being Spider-Man is crazy, and it's not right of me to expect you to get involved in that kinda life."

"And it's not right of me to expect you to stop for my sake." Was it Peter's imagination, or did Gwen's voice break a little as she said that? "I just... I can't keep doing this, Peter. I have nightmares every night about that monster – about _Eddie_ – and- and Harry in that _stupid _costume, and then I'm... falling..." Her voice trailed off.

"G-Gwen," Peter stammered, dazed, "I'm sorry. I never meant to put you through any of that. If you don't want to see me again, I understand." He shut his eyes. "But what you said about me before... Gwen, I swear, I don't have a death wish! I know it doesn't always seem like it, but I'm not _trying_ to get myself killed. I'm only trying to... do the right thing."

"I wish I could believe you, Peter."

"But-" _Click_. She'd hung up on him. Well, that'd gone about as well as could be expected. Peter shivered again as he fumbled around getting his phone back into his utility belt. At least it was over with now, like peeling a band-aid.

"Whoops!" The flagpole had grown so slick that Spidey nearly smashed his head open on the concrete below, but he managed to catch the pole with his foot at the last second. Whoa, that'd been _too_ close.

What if... What if Gwen was right? What if, on some subconscious level, Peter was hoping he'd get killed? Like, he thought going down heroically in battle was the only way to redeem himself after what he did to Uncle Ben?

Spider-Man stared at the raindrops, dazed. That couldn't be right... could it? There must have been some other reason he felt so driven to be Spider-Man, right? Right?

Spidey was shaken from his thoughts by an earsplitting shriek.

"What the-?" He impulsively sprang into action, swinging down to the streets to find a hysterical woman standing beside an empty stroller. It was hard to tell how much of her face was wet from the rain versus her tears. "What's wrong?"

"It took my baby!" The woman was, apparently, beside herself with shock. All she could manage was to point feebly to the opened manhole cover in the road. "It was a- a monster."

"Call the police!" Without a moment's hesitation, Spider-Man dived into the sewers.

Peter could debate the motivations behind his heroics until he was blue in the face, and it still wouldn't change the fact that there were babies to be rescued.

* * *

The woman lingered at the edge of the manhole, her heart thumping in her chest. After a minute, she looked up as a figure approached her from the nearby alleyway.

"I did what you asked," the woman said breathlessly.

"Good." Kraven held out a bundle of blankets, a mewling noise coming from within. "Then you can have this back."

* * *

Oh, _man_, this wasn't good. Spider-Man could make out a shadowy, humanoid shape sprinting away from him as he bolted through the sewers – which, incidentally, meant that the mucus in his mask was now the least of his sanitation problems – but he couldn't hear the sound of crying. Peter knew how babies worked; he'd played _Yoshi's Island_. The poor kid ought to be screaming its head off right about now. And it wasn't, which could only mean...

Just what Peter needed to brighten up his day. A dead baby.

Spider-Man rounded the corner, trying not to retch at the fresh wave of stench that hit his nose. The sewer tunnel led out into a much larger opening, almost as big as his living room back home. Spidey wasn't sure why the sewers needed to be so huge, exactly, but he wasn't complaining.

Spidey spun his head around, heart thumping in his chest. It looked like the other sewage tunnels were too narrow for any "monster" to fit through, so that meant the thing had to be...

"_Raaaagh!_"

-right behind him.

Thanks to the wonders of spider-sense, Spider-Man ducked the claw swipe and turned to get a look at his attacker. "Holy moly!" Really, it wasn't _too_ surprising, as far as monsters went. Let's describe it with an analogy: Lizards are to the Lizard as rats are to, uh, this guy. That is to say, it was a giant humanoid rat creature.

"Hey, I heard Michael Bay made some changes, but this is ridiculous!"

The creature shrieked and tried to sink its oversized front teeth into Spidey's juicy shoulder, but he managed to kick it in the stomach, sending the thing flying into the far wall.

"So if I destroy you by battle, do you get to Special Summon an earth monster with fifteen hundred or less attack from your deck?"

The rat made another lunge. Man, that thing had recovered fast. Spider-Man hadn't even been pulling his punches. The next thing he knew, Spidey was pinned down in the filthy water, letting his spandex get ripped to shreds by the rat's knife-sized claws. In another few seconds, Spidey would be missing some chunks, and to make matters worse, he was running dangerously low on rat-related pop culture references.

"Uh... Uh... Are you _sure_ kids will like the new Chuck E. Cheese design-?"

Spidey didn't even bother finishing that one. Instead, he focused on firing his web-shooters as hard as he could. The webs went straight up the rat's nostrils, causing it to stumble back, screeching its head off. Spider-Man had actually been aiming for its eyes, but he'd take it.

He took the chance to pull himself back to his feet, though he was a bit wobbly. Okay, okay, he could do this. Spidey just had to punch this thing until it fell unconscious, then haul it back up to the surface for the police to deal with. Simple.

Or at least, simple until something crawled over Spider-Man's foot.

"_Oh Jesus-!_" It was another rat – a normal-sized one – and now there was another one on his leg. And two on his arm. They were scurring out of the pipes, out of cracks in the wall... Pretty soon, the whole sewer was covered in muddy brown fur. Spider-Man wondered dimly when the last time he'd had his tetanus shot was.

But the next second, he was a bit too preoccupied with the mind-numbing pain of a hundred rat bites. Hoo boy. And he'd thought that spider bite had hurt.

"Swear to God, if one of you gives me rat powers- _Ow!_" Alright, time to let you in on a little secret. The truth was, the reason Spider-Man cracked so many jokes in the heat of battle wasn't because he was cocky. It was because he was _absolutely friggin' terrified_, and when Spidey got scared, he impulsively told jokes. It was a stress thing.

So whenever Spider-Man _stopped_ telling jokes, well... that basically meant his brain had reached a whole new level of sheer, foam-mouthed terror.

"_Aaaaaaaaaaaaagh oh God oh God they're crawling all over meeeeeeeeeee-!_"

What was even happening right now? Where had all these rats come from? Had... Had that big rat summoned them somehow? Did he have the power to control rats? Suddenly, Spider-Man understood why the superheroes with animal-control powers like Ant-Man and Squirrel Girl were considered so strong. For every rat Spidey managed to tear off himself, two more took their place. It was like the rodent version of Hydra.

Now Spider-Man was feeling... whoozy. Maybe he just needed a little... a little nap time. He fell to his knees in the sewage, the largest rat looming over him while the smaller ones pinned him down. Really, when you thought about it, this wasn't the _worst _way to go. He'd only been trying to save some poor woman's baby. Even... even the Daily Bugle had to realize he was a hero now.

Slowly, Peter's eyes started to close... but before they could, a big, buff man pounced from the shadows, tackling the rat-creature with his massive biceps. The Manhattan sewer system wasn't exactly well-lit, but Spider-Man thought he could make out the man's clothing. Something about it seemed... familiar.

A moment later, the rat-creature let out a gag and plopped to the ground, unconscious. Apparently, the mystery man had put it in a choke hold. "Were you watching, my darling Calypso?" Okay, that Russian accent definitely rung a bell. "I defeated it. I, without any powers, bested the beast that the Spider-Man could not!"

He was right. He'd totally one-upped the Web-Head. Spider-Man would've been amazed if he wasn't half-delerious.

The last thing Spidey managed to say was, "Are you the... Pied Piper?" And then the whole world grew black.

* * *

"_Ugh... __Aunt May?_"

Peter's whole body felt like one big paper cut. He tried to roll over under the covers only to realize, with a pang, that there were no covers. He tried to spring upright, but his body didn't listen. It was like every muscle below the neck had gone dead.

Peter's eyes shot open. "What the-?" There was rain hitting his face, and- and shadow-painted stones poking out of overgrown grass. He tried to work out where he was, but Peter's brain wasn't braining so good right now.

Wait. If the rain was hitting his _face_... then where was his mask? Peter's eyes traveled downwards to discover his bare neck at the edge of his red spandex. "_Oh poop_."

His eyes shot back up. Standing in front of the nearest stone was a huge, musclebound man. Peter almost didn't recognize him without any fur or whiskers, but it was Kraven. Now Peter was seriously confused. Last he'd checked, Kraven hadn't been one of the Ryker's escapees, and he'd, y'know, turned himself into every furry's wet dream.

But that wasn't what concerned Peter the most. No, that'd be the Spider-Man mask clutched firmly in Kraven's big, sweaty hand.

"So, little boy," Kraven said softy, "you finally awaken."

There was something about Kraven's eyes. Something different. Peter had seen those eyes before... in Harry's dad. And in Cletus Kasady.

Kraven chuckled to himself. "Yes, Spider-Man, I've learned the truth. All this time, I have been bested by an adolescent. But I do not feel cheated. No, no, you were worthy foe." It was hard to make out in this rainstorm, but there seemed to be something in Kraven's other hand, too. Something like... a shovel. "And though you may have been nothing but a naïve child playing hero, you can take solace in the knowledge that you've served a higher purpose. You've shown me the power of the Spider."

He laughed again, louder this time, and then slipped the Spider-Man mask over his own face. "Fear not, child. I will continue your work. I have proven myself the worthiest man for the task. And, in doing so, I will earn back Calypso's love."

"I..." Peter struggled to make his tongue work. "...hope you washed that thing before you put it on." He tried to move his arms, but it was no good. Looked like Kraven had wrapped him up in chains and tossed him in some kinda big, wooden box.

Kraven crouched down to meet Peter's eyes. "Struggle all you like, child. Normally, you might be able to break those chains... but not when I've filled you with enough tranquilizer to stop on elephant." He glanced away. "I don't like relying on tranqs, of course, but in your case, I believe it's warranted."

Hold on a tick. Peter's brain had finally realized where he was. An open, grassy field? A bunch of rocks sticking out of the ground? A big, wodden box? A shovel in Kraven's hand?

"My Calypso requested you be kept alive for this. She wanted you to understand the true extent of your failure."

Just before Kraven slid the lid over the coffin, there was a flash of lightning, and Peter managed to make out the big rock Kraven was standing by. Carved into the stone's face were the words:

_HERE LIES SPIDER-MAN, SLAIN BY THE HUNTER._


	25. Cost of Living

_**Author's Note:**_ **A wonderful person named Leaper has written a one-shot fanfic over on Archive of Our Own called "Standing Up," inspired by the events of my own fanfic. They actually guessed an upcoming plot point pretty accurately, so I told them I'd give their story a shout-out ****in an upcoming chapter ****in one of those "Editor's Notes" I like to pepper this fanfic with, which means their story is (roughly) in continuity with mine. Think of it like each chapter of my story here is a regular comic book issue, and Leaper's story is an annual or a tie-in ****comic**** or something.**

**Anyways, I strongly encourage you to hop over to Archive of Our Own and check it out. It does spoil an upcoming plot point in my story, but only if you're unfamiliar with the original comics.**

* * *

_Warm. White. Peaceful_.

It felt good. Lying there, unmoving. It was like sleeping in on Saturday morning, only without the sunlight creeping through the curtains or the little blinking light on your phone charger or your aunt making a racket downstairs-

_Aunt_.

Aunt? What aunt? There was no aunt. The only things that existed in the whole wide world were his muscles, which were so very tired, and that amazing feeling that surged through them when he let them go completely limp. Man, what a great world to live in. A world where he was winning at life just by lying there asleep. Good job, Peter, you did great.

Except... Except he wasn't alive.

_Peter._

Peter? Who was that? He'd never heard of any Peter! Peter was nobody. Nothing was real except for a tiny little half-awake consciousness floating in a warm, white void. It was okay. Peter Parker was gone. He'd died saving a baby from a rat monster. It was super heroic. There was no doubt at all now that... he was a hero. All he had to do now was lie here, feeling his shallow breaths growing hotter and hotter until they were broiling. It was finished. He wasn't getting renewed for another season. He'd had a good run, but it was over now.

No more power meant no more responsibility.

* * *

"_Whoops. Butterfingers_."

The Goblin was laughing and the parade floats were swirling around her and Peter was shrieking, "_Gwen!_" and a line of webbing was erupting from his wrist and it hit her ankle so hard she thought her leg was going to rip out of its socket and there was a snap-

_Beep, beep, beep, beep._

-and then Gwen was sitting up in her bedcovers, wiping sweat from her forehead and frantically trying to catch her breath. For one disorienting second, she thought she heard the sound of her own screaming ringing in her ears, but then she realizes what it really was – an alarm.

Gwen flung herself out of her covers and dropped to her knees before the pile of junk by her bed. She couldn't help but feel like an idiot as her hands fumbled blindly through the pitch-blackness. Even after the wall of her old bedroom had been repaired, Gwen had been forced to move out thanks to the bad memories it held. Honestly, so much as being in the same house as that room made Gwen feel unsafe.

After a minute of searching, Gwen finally retrieved the source of the beeping – a handheld GPS. Her heart sank. She remembered this thing. She and Peter had thrown it together back when they'd been building the spider-tracers in his basement. Basically, they'd made a special tracer to keep on Peter's utility belt. If Peter was idle for longer than half an hour anywhere besides at home, school, or work, it'd set off an alarm on Gwen's modified GPS, which would then broadcast his location to her. Honestly, they'd made it more out of Peter's desire to have a more "Batman-like" utility belt rather than any legitimate concerns for his safety. He'd probably forgotten to get rid of the tracer, just like Gwen had forgotten to throw out the GPS.

Gwen pressed a button, replacing the beeping of the device with the for more pleasant pattering of rain outside, and then squinted at the screen. Yes, she wasn't wearing her glasses, and yes, her eyes hadn't adjusted yet, but after years of checking her phone in the middle of the night, Gwen was a master at it. It looked like Peter was somewhere at the edge of Manhattan, not too far from Queens. What could he be up to? Naturally, Gwen's mind jumped to the worst possible conclusion.

On pure impulse, she shut her eyes, allowing the image of a cackling goblin to flash before them again. _Calm down, calm down_. She was sure Peter was fine. He was probably just on a stakeout or something, and he'd forgotten to turn the tracer off. Yeah. That was it.

Gwen groped her way to the far wall, where she retrieved her phone from the charger and texted Peter a hastily-typed, _You okay? That GPS alarm we made went off._

Her phone proclaimed that the message had been sent successfully, and so Gwen waited, staring expectantly at the screen. Okay, it'd been thirty seconds and there was no response. He was definitely dead.

_Calm down_. Gwen forced herself to breathe. She was letting her fears get out of control. Peter knew how to take care of himself. He'd battled dozens of supervillains before. Why would tonight be any different?

But Gwen already knew the answer before the question even finished forming in her head. _Because he's upset and exhausted and you just broke up with him and he wants to die_.

Gwen frantically sent another identical text. No response. Then she tried to call him, but it put her on voice mail. "Peter? Peter, you're not answering. Are- Are you okay? Oh God." Gwen was such an idiot. Peter was probably fine and laughing at her right about now. "I'm gonna get my dad. If we can't find you, we're gonna tell your aunt. We're gonna tell her everything. But- But it won't come to that. You'll be okay. You're alive." She hung up, then forced herself to take a deep breath. She was overreacting. He was probably fine.

Gwen immediately tried to call again and got the answering machine three times in a row.

Five minutes. She'd give him five minutes to text back. Gwen took another deep breath. Five minutes.

Four minutes later, Gwen was charging into her father's bedroom, screaming, "_Dad! Dad!_"

* * *

_The itsy-bitsy spider went up the water spout. Down came the rain and washed the spider out._

"_Hee hee hee..._" Despite his protesting muscles, he managed a faint giggle. That song was funny. Ha ha. Funny song. He wondered why he was thinking of that particular song right now, though.

_Phone_.

Phone? Oh, of course! That song wasn't just in his head. He'd made Itsy-Bisty Spider his ringtone. It'd been really funny at the time. Suddenly, he was overcome with an irresistible urge. Every teenagerey instinct in his body was begging him to answer his phone. What if work was calling?

_The itsy-bitsy spider went up the water spout. Down came the rain and-_

It was ringing again. He had to answer it! Had to-

_No. Don't wanna._ A groan escaped his lips. He was tired. And so what if work was calling? He wasn't gonna answer that. He was finished. Done. He wasn't going to work ever again.

"Peter?"

For the briefest of seconds, Peter's eyelids twitched, but they proved far too heavy to open. That voice. He knew that voice. It was... impossible. It was...

"Peter, you're not answering. Are- Are you okay? Oh God." It was muffled by his utility belt pouch and intercut with labored breathing, but there was no mistaking it. Gwen was leaving him a voicemail. "I'm gonna get my dad. If we can't find you, we're gonna tell your aunt. We're gonna tell her everything. But- But it won't come to that. You'll be okay. You're alive." That last sentence was barely a whisper.

A jolt rocked Peter's body – a jolt every bit as strong as the one he'd felt that fateful night in the warehouse, when he'd laid eyes on Walter Hardy... What had Peter _done?_ He'd let himself die. How could he be so selfish? He'd been a heartless jerk, and he couldn't even blame it on an alien symbiote this time. Gwen was right. He'd been so busy trying to make himself feel better – to finally atone and free himself from his responsibilities – that he hadn't even cared what it would do to Gwen. To Aunt May.

He couldn't be dead. He couldn't be- Peter's hand twitched. All it once, it came back to him. Kraven. The tranquilizers. _He'd been buried alive_.

What had a second ago felt like a warm bed now felt distressingly more like a dark, cramped coffin. Peter immediately began slamming the coffin's roof as hard as he could. Normally, with his super spider strength, busting out would be a breeze, but at the moment Peter could barely lift his elbows, let alone the rest of his arms.

"_Aaaaaaaaaaagh-!_"

His lungs were working just fine, though. Man, first the rats, now this. Peter's illustrious superhero career was showing him all sorts of new and exciting phobias he hadn't even known he had.

* * *

A police car rolled up to a pitch-black cemetery. Gwen hopped out before it'd even come to a stop, then sprinted across the mud without so much as a jacket to protect herself from the torrent of rain.

"Gwen, wait-" Her father sprinted after her – though he, at least, had taken the time to throw on a raincoat. By the time he was halfway across the street, Gwen had already hopped the cemetery's fence.

"Peter? _Peter?_"

Her phone's flashlight scanned the perimeter, then came to a halt on the grave with the freshly-planted soil. Gwen's eyes fell on the tombstone: _HERE LIES SPIDER-MAN, SLAIN BY THE HUNTER_. She only pondered the absurdity of it for a moment (Seriously, what kind of bad guy would take the time to engrave a tombstone?), then threw herself, hands and knees, into the dirt.

"_Peter! Peter! No, no, please, God-_"

She was hardly even aware of what she was doing as she clawed her way through the mud. This wasn't happening. Couldn't be happening. Was this how Peter had felt when he'd realized his uncle's death was his fault? If Gwen had just waited to break up with Peter in person... If she'd just been considerate enough to not upset him while he was out on patrol, then- then maybe he wouldn't have made whatever mistake had put him here. It was her fault. Gwen was the stupid little spineless baby who'd let her anxiety get the better of her, and now everything was ruined. Now everything was... was...

"Gwen, what are you-? Oh lord." Her dad arrived right in time to watch her fingernails hit wood.

Gwen halted, taken aback. The grave had been shallower than she'd thought. Good, good. But... now she was scared. If she opened that coffin... what would she find inside?

But as it turned out, Gwen's question would be answered for her. With a sudden _wham_, the lid of the coffin cracked open. Gwen had to shield her eyes to keep out the shrapnel, but when she reopened them... there he was.

His mask was missing, and the rest of his costume had been torn to shreds, but he was there. Sweaty and panting and beautiful and- and _alive_.

Peter half-leaned, half-fainted into her shoulder, then muttered a ragged, "G-Gwen... How...? Am I seein' things?"

Somehow, Gwen found herself smiling. She wiped her eyes, held her boyfriend close, and whispered, "Okay, Peter... I believe you now."

* * *

There was no way a McDonald's burger could possibly taste this good. It wasn't natural. Of course, after spending God knew how many hours in the ground, Peter wouldn't turn his nose up at a burger foraged straight out of a McDonald's dumpster. He didn't care. All that mattered was that he was safe and warm in the back of Captain Stacy's car with a nice, soft shock blanket around his shoulders and Gwen's rainsoaked hair resting against the crook of his neck.

Come to think of it, Peter hadn't even stopped to change out of his Spider-Man costume, so hopefully the bored teenager at the drivethrough window hadn't glanced at the passenger seat.

"How are you feeling?" Gwen's dad gave Peter a concerned look through the rearview mirror.

"Pretty good, all things considered," Peter said through a mouthful of fries. "I'm, y'know, superhuman, so I bounce back from stuff like this pretty easy. I've had worse."

Gwen's dad looked distinctly unconvinced. "You need a doctor. I can't even guess what kind of drugs Kravinoff put in you... not to mention your entire body is covered in rat bites."

"Yeah, but how are we supposed to explain any of this to people?" asked Gwen. "Should we make up some story about you being attacked?"

Peter shook his head. "There's no point worrying Aunt May. Besides, I'm not sure I could make it through a whole doctor's visit without blowing my secret identity." He reached for the phone in his belt. "Look, Johnny gave me a number to call if I ever got hurt. He promised I'd be taken care of for free by, like, the absolute best doctor on the planet."

* * *

"_Greetings! I am H.E.R.B.I.E., this building's multi-functional AI, and I will be serving as your medical __practitioner__ today._"

Oooookay, Peter's day had been crazy enough _before_ the robotic doctor showed up. Currently, Peter was resting in the bed of the Baxter Building's own private hospital while Gwen sat in a chair nearby. Somehow, the hospital gown covered _less_ of Peter than his shredded costume had.

"_After intensive scanning, I have determined the most __expedient__ route to your wellness is through __the intake of__ these immune boosters._" The little white robot raised an arm, out of which a syringe emerged. H.E.R.B.I.E. hovered his way towards Peter. Somehow, the pair of big yellow lights on his head gave off the impression of a friendly-looking face. "_These will help your superhuman immunity and cellular repair system to more easily heal you_."

"Wait a tick," Peter said as the needle entered his arm, "if I've got a superhuman immune system, how come I can still get a cold?"

"_There is no cure for the common cold_," H.E.R.B.I.E. answered readily. "_Dr. Richards has __spent countless man-hours struggling to disprove this fact, but to no avail_."

"Of course he has."

For a moment, there was silence, save for the gentle whirring of H.E.R.B.I.E.'s internal cooling fans. Gradually, Peter and Gwen found their eyes meeting. They seemed to have wordlessly agreed to resume dating, seeing as they'd kissed each other like a bajillion more times by now.

After a while, Gwen broke the silence. "Peter, look... I'm sorry about what I said. I was wrong. I was letting my anxiety get the best of me, and I gave you a hard time-"

"Gwen, no, _I_ was wrong." Peter bowed his head. "After what happened with Carnage, I guess I lost my nerve. I've been really reckless and sloppy lately, and you had every right to be worried about me. I don't want to do that to you ever again. And the thing is, well, I don't want to die because...well, I don't want to be away from you." His cheeks grew a shade redder. "I love you."

A smile crept over Gwen's blushing face. "I love you, too."

Their lips began to creep closer... and then Gwen's dad walked through the door, and suddenly those lips were on opposite sides of the room.

Peter had to hand it to him, the guy was a professional. He'd kept his usual stoicism even inside the headquarters of the most famous superheroes ever. "I just got off the phone with your aunt," he said. "I told her you'd snuck over to our house and had a big emotional reunion with Gwen, and now you're spending the night with us. May wasn't particularly happy, but she believed it."

"Well..." Peter sighed. "...it's better than telling her the truth."

Gwen's dad folded his arms. "Peter, you almost died tonight. Don't you think she has the right to know?"

At this, Peter's eyes met his bedsheets. His only reply was a feeble, "Yeah, but... her heart..."

"May is stronger than you give her credit for." Gwen's dad rubbed his temple. "Peter, listen, I know you'll bounce back from what Kravenoff did to you, but I'm not so sure you need to get back into costume anytime soon."

Peter's eyes snapped back to his. "Look, I know I promised I'd take a vacation for a while, but that was before that mass breakout from the Vault-"

"I told you, I only approved of your heroism because you did things the police couldn't." Something about this guy's stern glare unnerved Peter. Now he knew where Gwen got it from... "Yes, you put away supervillains, but you haven't _kept_ them away." Gwen's dad let out a weary sigh. "Between this and the incident at the hospital, it's clear the Sinister Six won't rest until you're back in the ground. With Kravenoff and Toomes still at large, the smartest thing you can do right now is lay low."

Peter sprang up in his bed. "But Kraven saw my face! Even he's smart enough to connect the dots and figure out who I am. I can't just sit around on my butt while he's running free!"

"Then ask the Fantastic Four to handle him." Gwen's dad glanced at H.E.R.B.I.E., who was hovering pleasantly nearby. "You seem like you're on good terms with them."

"But-"

"He's got a point, Peter," spoke up Gwen. "You were off your game even before Kraven buried you. You need to rest."

"I- Well- Oh, alright." Peter reluctantly crawled back under the covers. "I can hang up the tights for a while. But I'm not telling Aunt May the truth yet. That-" He faltered. "That can wait." But then he regained his vigor, turning back towards Gwen's dad. "But you've gotta promise me you'll do everything you can to find Black Cat and her father."

Gwen's dad nodded. "I promise." He sighed again, then turned away to stare out the window. "I just hope the other superheroes can take care of Kravenoff soon. Something about the way you described him made him seem... different. Desperate. Like he'd let go of all his inhibitions... I've seen that before in criminals." His eyes narrowed. "Right before they lost their minds"

* * *

_Spyder! Spyder! Burning bright._

It had been here. Kraven had seen them. The memory pounded in his head like jungle drums. The spiders.

Kraven dropped down through the skylight into the laboratory below. Dr. Warren was absent, seeing as it was the dead of night, but other than that, the room appeared unchanged in the months since Kraven had last come here. Before, he had asked for the power of the jungle cats. _Ha_. He'd been so naïve. All along, the real power had been staring Kraven in the face.

_In the forests of the night._

Silent as a lion in the grass, Kraven crept his way to the glass terrariums lining the wall. With a swift motion, he sent his fist through the glass, shattering it instantly. The spider within was startled, but not as startled as it was when Kraven reached in to grab it. It was a beautiful creature – deep blue with red makings and nearly as big as Kraven's fist. The creature impulsively bit Kraven's hand, but he hardly noticed. To Kraven the Hunter, it was little more than a gnat sting.

But then, he wasn't Kraven the Hunter anymore. Gently, Kraven rolled back his mask and lifted the struggling creature to his mouth. He was the Spider.

_What immortal hand or eye._

_Crunch._ Kraven chewed noisily. It was working. He could feel it working already. Just as the ancient tribes of Africa ate the hearts of their enemies to gain their powers, so too would Kraven gain the power of the Spider.

_Crash_. Shards of glass were again sent flying as Kraven retrieved his next meal, and then his next, and then his next...

_Could frame thy fearful symmetry?_


	26. Accountability

A commandeered taxi cab sped down the streets of Manhattan, followed closely by an entire squadron of shrieking police cars. The ragged, unshaven man in the taxi's passenger seat glanced out the back window. The sweat on his forehead was accumulating at an alarming rate.

"Remind me why we're doing this again, Henry." The man gestured to the suspiciously large number of Hammer Tech plasma rifles resting by his feet.

"Well, Martin, that would be because Stark got rid of all his weapons, meaning these here are now the strongest ones around."

"No, I mean, what's our end goal?" Martin sighed, then added, "Tell me it's not to impress Silver Sable again."

"What?" Henry laughed as he slammed on the gas pedal. "Of course not. We're lucky we managed to escape Ryker's in all the confusion. No, Marty, I've finally realized that my obsession with Sable was crazy and stupid, and there's no point risking my neck to impress her anymore."

This seemed to ease Martin's conscience. "Well, I'm glad you-"

"I'm risking my neck to impress Black Cat!"

Martin buried his face in his hands.

"With these guns, she'll have enough fire power to storm Ryker's and free her d-"

"_She already freed him!_"

"Oh." Henry's luster promptly vanished. "Well, uh, Black Cat could still need all these guns. What if one day, I don't know, Spider-Man suddenly turns evil and punches her, and then Black Cat gets all mad and decides to become a crime lord?"

Martin gave him a long, hard stare. "Henry, that is the single dumbest thing I have ever-"

_Wham_. Apparently, when coming up with this plan, Henry had failed to consider the fact that in New York City, the statistical probability of a big, musclebound superhuman landing on the hood of your car was much higher than in all the surrounding cities.

"_Holy $#%#!_"

"I thought the _black_ Spider-Man was the buff one!"

The next thing they knew, Henry and Martin found their car being suspended off the ground as they screamed their lungs out. Their assailant was wearing a Spider-Man mask, but other than that he didn't share the Web-Head's fashion sense. Spider-Man wasn't known for his shirtlessness or his animal fur vest.

With a disheartening _crunch_, the crooks were flung onto the pavement, tumbling down the street like a pair of ragdolls before finally coming to a rest by an overturned street lamp. "Ugh..." Henry managed to lift his head long enough to see a crazed jungle man heaving the remains of their stolen taxi over his head.

"_Where is she?_" the jungle man snarled. "I did everything she asked. I bested the Spider. I _became_ the Spider. I can do whatever the Spider can! So why has my beloved not returned to me?"

After that, the world grew dark. It brought Henry the slightest bit of comfort to know that at least the supervillains didn't have great dating lives, either.

* * *

He couldn't move. It was dark and _he couldn't move_. There was barely any light seeping through the cracks in the coffin, and yet he could see it clear as day. The red. Oozing its way in. His blood-? No. Not blood. It was... growing a face. A grinning mouth with endless teeth, and those pure white, misshapen eyes.

"_Time to draw your blood_," Carnage whispered.

"Gah!" Peter's eyes burst open. He sat up, dazed. The sudden shift from the dream world to the waking one was disorienting, so it took him a second to remember where he was – still stuck at the Baxter Building's private hospital ward. Luckily, Peter was the only person there today. He'd hate to have his secret identity exposed just because Reed Richards's intern had a tummy ache.

Man, though, last night's little underground adventure had added a whole new dimension to Peter's PTSD-nightmares. He was in for a heck of a session with Leo...

"_Time to draw your blood_."

"_What the-?_" Peter came uncomfortably close to punching H.E.R.B.I.E.'s adorable little head clean off.

"_It is time to draw your blood_," H.E.R.B.I.E. repeated as a needle protruded from his hand. "_Do not fear. I realize humans are often unsettled __by__ the sight of needles. Dr. Richards has programmed __me __with__ a __very __close approximation of empathy_."

"No, no, it's not that." Peter allowed the bot to stick his arm without protest (He took it on the superhero code of honor that Mr. Fantastic wasn't gonna use Peter's blood for the purposes of mad science). While he waited, Peter fixed his eyes on the chair by his bedside – He was fine with getting his blood drawn, but that didn't mean he was eager to watch it happen.

"Morning," Gwen said faintly, tucking her phone in her jacket pocket. "Dad left for work. You feeling okay?"

"Yeah." Peter ordered his lips to smile. "Never better. How 'bout you?"

"Fine. I'm just glad that, if you had to get hurt, it happened over summer vacation." Gwen responded with her own, equally forced smile. "I would _not_ be having a good time in school right now."

"I hear you." The conversation lulled for a second. Peter took a breath. He'd love to launch into their usual playful banter, but right now he had a bit too much on his mind. "I need to get back to Aunt May. She's probably worried sick – Well, that or she's plotting to ground me for life as soon as I walk in the door."

"_Based on the results of these tests, I declare you fit to leave._" As he spoke, H.E.R.B.I.E. withdrew the needle from Peter's arm and stuck on a band-aid covered with little Fantastic Four logos. "_Because of the accelerated rate of your superhuman cellular repair system, I project that the various animal bites covering your body will heal without scarring within the next several days_."

"Cool." Without further ado, Peter flung off the covers and returned to his feet. He ached a bit, but nowhere near as bad as he had after his last tussle with the Sinister Six. "Now c'mon, Gwen, let's head home." As he made for the door, Peter darkly added, "I'll feel better once I know May's safe. If Kraven's pieced together who I am..." He shuddered involuntarily. Peter hadn't forgotten last Thanksgiving.

There was an uncomfortable silence.

"Gwen?" Peter glanced back, only to find Gwen still in her seat, avoiding eye contact. "What's wrong?"

"There's... something I need to tell you." Reluctantly, Gwen retrieved her phone from her pocket. "While you were asleep, I checked the news." She took a breath. "Kraven's been on a rampage all over Manhattan. He's been running around in your mask, brutalizing criminals. He hasn't killed anyone yet, but it's only a matter of time at this rate. And it looks like he's got some new superpowers to boot."

"_What?_" Peter impulsively spun towards H.E.R.B.I.E. "Why haven't the Fantastic Four stopped him?"

"_The Fantastic Four are currently __on a voyage__ in the Negative Zone, where they are battling the tyrannical warlord Annihilus for the fate of all mank-_"

"Yeah, whatever." Peter turned back to Gwen. "And let me guess, the Avengers and X-Men are busy, too?"

Gwen nodded. "Both of their jets were spotted flying away from New York, and the X-Men aren't returning my calls. My dad and his men have been trying to stop Kraven all day, but apparently Kraven's taken some weird voodoo herbs that make him immune to the tranq gas."

"So in other words, I'm the only one powerful enough to stop Kraven right now." Peter let out a groan. "And with great power comes yadda yadda yadda."

Gwen rested a hand on his arm. "It's okay, Peter," she said softly. "Go save some lives."

Peter nodded. He climbed out of bed, about to make for the exit when he suddenly paused, then faltered. "Wait, I forgot my costume's totaled. I can't fight crime with my butt showing!" He gave his hospital gown an irritable tug.

"_Not to worry_," beeped H.E.R.B.I.E., floating over his shoulder. "_Dr. Richards has programmed me with a __cutting-edge__ sense of __fashion__. I am __sure I can find you a suitable costume._"

Peter cocked his eyebrows. "Really? Well, okay then. One costume, please. Oh, and make sure it looks cool."

"_Cool_," repeated H.E.R.B.I.E. "_Yes. I can do that_."

* * *

A horde of pedestrians fled, shrieking, from a trashcan resting by a shop door. Next to said trashcan was a stray newspaper, and on the wall above it was a raving jungle man in a Spider-Man mask.

"_Littering is a crime against society!_" Kraven screamed at the top of his lungs. "_You're criminals, and I'm going to hunt every last one of you! Then Calypso will love me! __I am the Spider! I am the-_" Suddenly he groaned, clutching his temples. "My head! Why do I feel a... tingling?"

_Wham._ The next thing he knew, Kraven was kicked off his perch by an unknown assailant.

"Gee, I'm surprised you can even hear your spider-sense over all the voices in there."

Kraven picked himself off the ground, then locked eyes on his attacker. His jaw dropped. "What sort of game is this?" Kraven snarled. "Only a madman would dress as you do!"

"Hi pot, I'm kettle." The attacker stood up straight, pulling himself to his full stature. "What's wrong, big guy? Haven't you ever heard of the Bombastic Bag-Man before?"

Of course, the reason Kraven hadn't heard of him before probably had to do with the fact that Bag-Man's big debut had been about twenty minutes ago back at the Baxter Building. H.E.R.B.I.E. had lent Peter one of Johnny's spare Fantastic Four costumes, but the robot had had to improvise when it came to the mask, which was why Peter was now rocking a brown paper bag on his head. All they'd needed to do was cut out some eyeholes, glue the bag to Peter's face with some web fluid, and presto. Yeah, this one was a keeper. Screw Spider-Man – Clearly, Bag-Man was Peter's true calling.

Why was there a plain brown paper bag lying around the Baxter Building, anyways? You'd think Mr. Fantastic would've invented some kinda super advanced fourth-dimensional lunch bag that could hold a whole planet's worth of- _Okay, getting off topic, Pete._

There were more pressing matters to worry about. "So where'd you get the new powers, Kravie? Wall-crawling doesn't really fit your whole 'jungle cat' motiff."

"I recognize that voice." Kraven's brow creased as he stepped closer to his prey. "I received my powers from the same place you did, Spider-Man – your college's laboratory."

The ESU lab? That didn't bode well. If Elmer Fudd here had broken in and stolen one of the genetically-altered spiders, it could tip Professor Warren off to the fact that the spiders gave people spider-powers, and then it wouldn't take a huge leap to realize that, hey, that kid Venom accused of being Spider-Man on the news just so happened to intern at the labs, and he just so happened to take lots of high-quality pictures of Spider-Man. Gosh, do you think there might be a connection?

But Peter didn't let this concern show in his voice. "Laboratory? You mean you _didn't_ get yours from a box of Cracker Jack? Weird." Peter fired his web-shooters, but Kraven's reflexes were too fast now. He dodged like it was nothing.

"I'm glad you're here, boy." Kraven crouched down like a big cat fixing to pounce. "I've finally realized why my darling Calypso has not yet reappeared. This time, when I bury you, I'll make sure it's _permanent!_" On the last word, he lunged.

"Dude, do your ears not work?" Peter said as he ducked a swipe of Kraven's fist. "I'm the Bombastic Bag-Man. No idea who this spider-guy is, though he does sound pretty cool." He webbed the nearby trashcan and yanked it into Kraven, but it just shattered against the guy's back like it was glass. Sheesh. Peter guessed that was what happened when you gave spider-powers to someone who was already way too buff.

"Talk all you like, boy, but deep down you know that I am the true Spider now." Kraven did a sudden flip over Peter's head, landing behind and then kicking Peter's legs out from under him.

"Agh!" Peter face-planted into the pavement. Dang, Kraven was so much faster than normal.

"That's why you've chosen to wear that ridiculous costume, isn't it?" Kraven lifted his fist for the finishing blow. "I stripped the title of the Spider from you."

"Hey, don't knock the new threads!" _Thwip_. The finishing blow was softened by a layer of webs over Kraven's fist. "Unstable molecules, dude. It feels like silk, and it doesn't ride up in the crotch at all." Seriously, the Fantastic Four had it made. Asking to join them should've been one of the _first_ things Spider-Man did...

"You were never worthy!" With his newfound spider-strength, Kraven managed to tear off the webbing, but by that time Spider-Man – sorry, _Bag-Man_ – was already back on his feet. "I was always meant to be the Spider! Me!" Kraven swung his fists blindly, chanting, "_Spyder! Spyder! Burning bright!_"

"Great, now we can add 'ruining William Blake' to your list of crimes." Sure, Peter was a whole heck of a lot weaker that Kraven now, but he at least still had all his mental faculties intact, meaning instead of attacking randomly, Peter knew exactly where to strike. "Hey, genius, the tiger's 'burning bright' because it's, y'know, orange. It doesn't really work if you replace it with a spider." He delivered a swift kick to Kraven's stomach.

Kraven was winded for a second, but he quickly collected himself. "_Silence! I am the Spider, and you are merely a fly for me to devour in my web!_" Kraven smashed his pointer and middle fingers against his palms. Peter impulsively flinched, but... nothing happened. Well, besides Kraven inadvertently declaring, "I love you!" in sign language. "W-What?" Kraven stared at his wrists, dumbfounded. "Why is it not working? I am the Spider! Where are my webs?"

"They're not or- Oh, I'm not even gonna say it this time." Peter seized the confusion to shoot some _actual_ webs, pinning Kraven to the sidewalk.

"No! No this cannot be!" Kraven roared with fury as he squirmed against his restraints. "_I am the Spider! Spyder, spyder, burning bright!_"

Before Kraven had a chance to break free, Peter uncorked a vial of gene cleanser from his belt. "Boy, all that deranged rambling must make you thirsty."

"Please, no! I can't lose my powers! Not again! Not a- _Glug!_" Kraven tried to close his mouth, but Peter held his nostrils shut, forcing Kraven to open up if he wanted to breathe.

"Ah, gene cleanser. Is there any problem it _can't_ fix?" The moment the cleanser was safely down Kraven's throat, Peter yanked the Spider-Man mask off his head. "And I believe _this_ belongs to me." Peter didn't put it back on, though. No, he wouldn't be doing that until his mask had gone through at least three cycles of hot water in the wash.

"I... I can't escape." After a minute of struggling against his sticky prison, Kraven finally gave up, panting. "I failed. I..." He bowed his head. "I am not the Spider."

All of a sudden, the sound of jungle drums filled the air. Hey, wait, those were the same drums Spidey had heard the last time he'd webbed up Kraven! The next thing Peter knew, some crazy voodoo chick appeared on the sidewalk out of nowhere. "What the-?"

"Calypso!" An almost manic relief spread across Kraven's face. "You've come back for me! I knew it. I knew you could not resist the charm of the great Kraven the Hunt-"

"Sorry," the voodoo lady said with a smirk. "I was only dropping by to inform you that it's over between us. While you were busy making a fool of yourself, I met another man."

"Another man?" That manic relief vanished _real_ fast. "But we had something special!"

"_Calypso__, my sweet!_" Now instead of jungle drums, a deep voice filled the air, as if they were hearing it from afar. "_Return to bed so we can continue making passionate love __'til__ sunrise__._"

"Coming, Ka-Zar." Calypso vanished without another word.

For a moment, Peter and Kraven stood in silence, awestruck.

"Ooh, dumped." Peter gave Kraven a pat on his web-covered shoulder. "I know that feel, bro."

"She's gone." Kraven's voice was shaking, and dare Peter say there were manly tears in his eyes? "She's really gone."

"Yeah, I'm sorry, man," Peter said as he turned to walk down the street. "Tell you what, why don't I go fetch some friends from the NYPD, and we'll all treat you to some ice cream?"

It only took Peter a minute to hunt down Captain Stacy. Naturally, Kraven's wacky antics had attracted a whole host of squad cars. He'd had such a long day, it actually took Peter a minute to realize why Gwen's dad was staring at him.

"Oh, this?" Peter gestured to the bag on his head. "My regular costume's at the dry cleaners. Anywho, I came to tell you Kraven's all webbed up right over-" He turned around to point in Kraven's general direction. "-here."

He was pointing at an empty pile of webs.

Peter groaned. "Oh, that can't be good."

"_Rah!_" Even without super spider-powers, Kraven was fast. In the blink of an eye, he sprang from an alleyway and put a big old hunting knife to Captain Stacy's throat. Presumably, Kraven had used that knife to cut himself free (Peter didn't even want to know where he'd been hiding it).

Every officer in the squad aimed their guns at Kraven, but it turned out he wasn't after a hostage. Instead, he yanked the pistol out of Captain Stacy's holster, then backed away, letting Stacy go.

Weird. If he wasn't taking a hostage, what could Kraven want with-?

"No need to point those at me, officers," said Kraven, voice shaking. "I'll save you the trouble." With one quick gesture, he pressed the barrel to his temple.

Time stood still. Peter felt like the whole world was moving through gelatin. He was hardly even aware of the words as they spilled out his mouth: "_Don't do it!_"

Peter's hair was on end. A second ago, Kraven had been nothing but some goofy, larger-than-life big game hunter-themed supervillain, but now he just seemed... sad.

"Don't do it?" Kraven repeated with a bitter laugh. "Why shouldn't I? Calypso was _everything_ to me. She gave me purpose when I had nothing... and I disappointed her." His eyes squeezed shut. "Without the hunt, what can I do?"

"Look, I don't know, man." Peter's mouth was going a million words a minute, and he couldn't shake the nagging feeling that he was putting his foot in it. "Write a book, go clubbing, watch TV, _something_. I mean, you have all these amazing skills. You could- could-" Peter stammered in spite of himself. The image of a screaming Flash Thompson was flashing before his eyes. "-you could really help people, actually. You could fight crime, work on a nature reserve... If- If you've got the power to do good, then... you shouldn't throw your life away. You have a responsibility to the world."

Kaven stared at him, though Peter didn't really notice. His eyes were more fixated on Kraven's trigger finger. "You really believe that, boy?" Kraven asked softly.

Peter nodded. "With all my soul."

Minutes passed in silence. None of the surrounding officers dared exhale.

Kraven scoffed. "And why should you care what happens to me? I've done nothing but hunt you. I buried you alive."

"Because..." Peter took a breath. "Because I know what you're going through. I've felt what you're feeling – just last night, in fact – and it _sucked_. I don't care what you've done. Nobody should have to... feel like... that."

"And will I feel any better rotting in prison?"

"_Yes!_" Peter snapped. "At least you'll be alive. At least you'll feel _something_. Kraven, I swear to you, I can get you help. I'm friends with the Fantastic Four. They've got this therapist. He's great. Please, just- just put the gun down."

Was Peter's voice shaking? Weird. Why would he be getting this worked up over some... some crazy supervillain who'd tried to kill him?

After what felt like forever, Kraven finally said, "Very well, Spider-Man. You have been an honorable opponent. I will respect your wishes."

Peter almost laughed in relief. The next thing he knew, Kraven gently set the gun on the pavement and walked calmly towards the police, hands in the air.

The tension vanished faster than flipping a light switch. As the officers cuffed him and read him his rights, all Kraven said was, "Make sure my lion, Gulyadkin, is cared for. He is in my penthouse."

"We'll call animal control," said Captain Stacy.

And with that, Kraven allowed himself to be led away into a police van. Right before the doors shut behind him, Kraven met Peter's eyes, giving him one last, meaningful stare.

Peter found himself staring back long after the police van had driven off.

"Holy cannoli," he said faintly. "I did it."

"Peter." Peter flinched at the sound of his own name, but it was just Captain Stacy speaking in an undertone. "I'm proud of you." He came to a stop at Peter's side, placing an arm on his shoulder. "And I don't think I'm the only one." Captain Stacy pointed to someone at the back of the crowd of police officers.

Peter's eyes followed Captain Stacy's finger. And then they went the size of dinner plates. It was _him_. He was casually standing there as if he was nothing but another law enforcer, except that all the other law enforcers were gaping at him like starstruck children.

Peter rubbed his eyes to make sure he wasn't dreaming. Yes, he'd already met Captain America a few short weeks ago, but that didn't make the second meeting any less glamorous. And not only had Captain America seen that whole spectacle, but he was now _walking towards_ Peter. It was all Peter could do to keep from squealing in delight.

"C-C-C-Captain America?" Peter stammered, dazed. "But I thought you guys flew off on a mission this morning?"

"The other Avengers did, but I stayed behind," Captain America said simply. His face was totally stoic. It was nerve-wracking. "I was helping the police recapture Edward Whelan – the one the media calls 'Vermin.'"

"Really?" Peter gave a sigh of relief. "So New York doesn't have to worry about any R.O.U.S.'s anymore?"

Captain America's face remained a perfect blank.

"That's, uh, from a movie," Peter added, blushing.

"I see." Captain America paused for a moment, then added, "Whelan was one of the many victims of Baron Zemo's attempts to recreate the Super Soldier Serum. I suppose I felt responsible for him."

Captain America was a superhero with great power who was also big on great responsibility? How soon could they hold the wedding?

"I saw what you did just now, Spider-Man. I always suspected the Daily Bugle was wrong about you." Captain America extended a hand. "On behalf of the Avengers, I wanted to apologize for the way my teammates treated you before. The Avengers are still new and... learning how to work together. Some of us can be unruly at times."

"It's cool," Peter immediately said. "Water under the bridge. I- I-" He got all tongue tied the moment he realized that the reason Captain America was extending a hand was because _he wanted Peter to shake it_. "I'm honored." Peter accepted the handshake the way a sinner might accept one from God.

For the first time in his life, Peter saw Captain America smile. The only word his brain could come up with was "dreamy."

"I want you to know that the Avengers will always have an opening for you on our team..." With the smallest hint of a smirk, Cap added, "...as soon as you turn eighteen. And if you trust us with your secret identity."

"Y-Yeah. Of course!" It dawned on Peter that he hadn't blinked once this entire time.

"I look forward to working with you, soldier." Without another word, Captain America turned away and walked back into the crowd.

This must be what it felt like to have brain damage. In another minute, Peter was gonna start drooling. This couldn't be happening. It had to be a dream. How soon until his eighteenth birthday again? This couldn't be happening. It was like Peter's whole life was having violent mood swings. _First the Avengers all __make__ fun of __me__ for being a stupid kid, and then suddenly Captain America__'s__ shaking __my__ hand and acting like __I'm__ some saint of a superhero who __can__ do no wrong and deserve__s__ to be a full-fledged Avenger and-_

Peter caught sight of his reflection in a nearby shop window.

_-and __wear__s__ a paper bag on __my__ head. _Wow. Captain America had a heck of a poker face.

* * *

"So let me make sure I'm understanding this correctly, Sergei." Leo Zelinsky glanced down at his notepad. "You used to hunt exotic animals for sport, but then you got bored of that, so your magical voodoo girlfriend suggested that you hunt Spider-Man instead."

"That is correct," said Kraven from where he lay on the couch.

"You wanted to hunt and kill a human being," repeated Leo. "For fun. Because you were bored."

"Yes."

Leo rubbed his forehead. This was going to be a _long_ session...

* * *

**_Author's Note:_ Face front, true believers! We've come to the end of yet another sometimes dark, sometimes light tale of New York City's most contentious superhero, the webbed wonder Spider-Man! Your beautiful author is a little worn out at the moment and will be taking a break from her fanfic for a while, but if you're willing to wait, there's lots more action to come in the near future.**

**After all, that dastardly Hobgoblin is still flying around! And who is this "Cassandra" who has work to do for him? What about Rand Robertson's mysterious new girlfriend? And what about Wilson Fisk? He showed up, like, once in chapter two and then he never got mentioned again. Heck, the Web-Head hasn't even met Marvel icon Daredevil, the man without fear, yet! And why did Flash Thompson think that Hobie Brown might be Spider-Man? Ever wonder about that? Speaking of Flash, when will this fanfic tie in with Leaper's "Standing Up" one-shot? Flash didn't get his legs chopped off for nothing, y'know! And what about that poor Miss Barrison girl incarcerated in Ravencroft? And what will become of the symbiotes in the Fantastic Four's captivity? What about Peter's relationship with Gwen? The fans demand to see more focus on their romance! And what about the X-Men's mission to liberate Genosha? When is that plot point ever gonna pay off? And most importantly, what horrible scheme are the Osborns and Smythes plotting?**

**For crying out loud, with all these dangling plot threads, I won't get this fanfic finished in a million years! (Don't worry, though. Once _Captain America: Civil War_ comes out, it'll probably blow my mind and I'll go into super fangirl mode and churn out another twenty chapters or something.)**


	27. Intangible Assets

Okay, this was gonna sound weird, but… Peter was happy. Not "adrenaline high from being Spider-Man" happy, but _happy_ happy. He had a girlfriend who he wasn't letting down a regular basis. He had a job he was doing well at. Heck, all those rat bites from the other day had almost completely disappeared already. You could barely make out the faint white lines on his body even if you leaned in and squinted – which meant they were practically invisible to Aunt May's elderly eyes. Peter had thought he'd be having another jam session of Carnage nightmares mixed with flashbacks of being buried alive, but no, he'd actually slept well last night. Peter was in a good mood!

Of course, it probably had something to do with the fact that Spider-Man had just received praise and approval from the superhero he'd had a flaming crush on since before Peter had even known boys could _have_ those on other boys...

Peter dumped his crumbs in the trash, then dropped his cereal bowl in the sink and strolled his way into the living room. _Man_, it felt good not to have to rush out the door at some ungodly hour. Summer vacation rocked.

Once he finally came down from his Captain Crunch-induced sugar high, Peter spotted Aunt May resting on her armchair… with something else resting on her lap.

"Whoa! What is that strange, rectangular device?" Peter rubbed his eyes in an exaggerated fashion. "Why, it looks like a smaller, sleeker version of the Commodore 64 we keep in our basement."

"Oh, Peter." Aunt May giggled in spite of herself. "Anna Watson gave me her old laptop. It was very thoughtful of her, so..." She faltered. "...so I guess we're paying for Wi-Fi now."

"Hey, I've got money," shrugged Peter. "I can chip in." He paused, then slyly added, "As long as you let me use it every so often..."

Peter crept up behind Aunt May, feigning as if he was about to snatch the laptop out of her hands. But then Peter's eyes happened to fall on the screen, and he stumbled back like a vampire to a crucifix. Oh God. Peter had always thought Aunt May was sweet and innocent. How could she be looking at something so… horrible?

* * *

A dating website. Aunt May had been looking at a dating website. Try as he might to focus on the Daily Bugle's web page in front of him, Peter couldn't get the thought out of his mind. How could Aunt May be ready to move on so fast? It'd only been… well, almost exactly a year since they'd lost Uncle Ben. Wow, only a year? The sheer density of supervillains he'd fought in that time made Peter's head spin.

Though to be fair, with Ben's killer at large again, Aunt May had to be under an incredible amount of stress, even if she wasn't showing it. She probably only wanted something to keep her mind off her troubles. She deserved to be happy, didn't she?

But, if he was being honest with himself, the thought of May with anyone besides Ben made Peter's skin crawl.

"I can't believe it!" Peter was shaken from his thoughts by a certain loudmouth barging into the workroom. "We completely misjudged him! Here I'd thought he was some random superpowered loser, but look at this!" Jameson held up today's front page headlines, gaping at them amazement. "How big a loser can this guy be when he's shaking hands with Captain America?"

Peter's heart did a backflip into his stomach. He nearly tripped out of his computer chair as he ran to examine the headline. Was this for real? If this was real, Peter was dumping Gwen Stacy on the spot because obviously Steve Rogers had been his one true love all along. Had an endorsement from Captain America finally gotten Jameson to show Spider-Man the respect he-?

"I want all of New York singing his praises, and they're gonna hear about him first from the Bugle's exclusive headline!" Jameson flipped the paper around so everyone could read its enormous, bold title: _SUICIDAL_ _SPIDER-CREEP TALKED DOWN BY BOMBASTIC BAG-MAN! _

Peter's heart promptly crawled back up to its proper place. Of. Course.

"But isn't he a masked vigilante?" spoke up Robbie from across the newsroom. "I thought you hated those."

Jameson snorted. "Please, this guy's obviously affiliated with the Fantastic Four, an officially government-sanctioned superhero team." He tapped the photo on the big honking "4" emblazoned across Bag-Man's inconspicuously Spider-Man-shaped chest. "He's probably Ben Grimm's inbred nephew or something. That bag's there to spare us all."

_Oh, for the love of-!_ Peter rolled his eyes as he returned to his chair. Maybe he ought to retire Spider-Man for good and stick to being Bag-Man from now on. At least if Chameleon tried to copy _that_ costume, it'd be really funny.

Or, y'know, Peter could do the obvious thing and ask the Fantastic Four to publicly endorse him. Unfortunately, Johnny hadn't shown up at the usual spot on Lady Liberty's head this morning. The FF were probably still in the Negative Zone doing… uh… whatever H.E.R.B.I.E. had said they were doing. Peter hadn't been paying attention.

* * *

Without Eddie and the Connors, the ESU lab had gone from warm and welcoming to cold and sterile. There was one bright spot, though – namely, the headband-wearing blonde hovering by Peter's shoulder. After the Sinister Six incident, Peter and Gwen had done their interning in stark silence. But that they'd patched things up, the two of them were huddled together, giggling and whispering as they fumbled around, trying their best to operate a broom and dustpan in unison.

"Hey, check this out." Peter knelt down by a table, hovering his bare hand over the floor underneath it. "I can use my spider-sense to find the glass. Aaaaaaand..." He pressed his palm against random tiles until a telltale buzzing rang through Peter's head, leaving his palm mere centimeters from the ground. "-_there it is_."

Gwen made an effort to stifle her laughter as she swept up the shards. "That- That still doesn't make any sense. I don't care _how_ genetically-altered they are – Spiders can't see the future."

"I guess you could say my spider-sense doesn't make any… spider-sense."

"_I will smack your face with this broom handle._"

"I'd dodge it with my spider-s-"

"_Shh, shh!_"

The giggling and whispering came to an abrupt halt as Debra Whitman walked past them. As soon as she was out of earshot, the giggling and whispering resumed.

"Sheesh, Kraven sure left us some work to do." Peter shook his head as he emptied the dustpan into a nearby trash bag. "Don't get me wrong, I'm glad all the genetically-altered spiders got destroyed before anyone else could get bitten, but I kinda wish Kraven had found a less… _colorful_ way to do it." Kraven's little all-you-can-eat buffet had been caught on security camera for the whole world to see.

"You know what this means, though, don't you?" Gwen dropped her voice to an even softer whisper. "Kraven ate these spiders, and then he got superpowers. Sooner or later, Dr. Warren's gonna piece that together. He could find out your secret identity."

"Maybe," Peter said darkly, "but I'm more worried about him pumping out an army of spider-powered mercenaries for Oscorp. Dude was besties with Norman 'Green Goblin' Osborn, remember? And I'm still not convinced the Morbius-slash-Man-Wolf ordeal was an accident..."

"I don't know, Peter..." Gwen set her broom down for a second so she could slouch. "Last time you thought Dr. Warren was behind everything, it turned out to be that Smythe guy. Besides, Norman was always a bit of a creep – Warren's not like that."

Peter snorted. "He made the Connors move to Florida."

"Only because you and Eddie kept stealing gene cleanser."

"Yeah, but-"

"Is everything alright, you two?"

"_Gah!_" Peter and Gwen flinched in unison as Dr. Warren spontaneously teleported behind them.

"Oh, yes, everything's fine, Dr. Warren," Gwen said quickly, fiddling with her glasses. "We've almost finished sweeping."

"Excellent." Warren gave Gwen an approving nod. "Keep up the good work, little lady." He wet his lips, then walked away.

As soon as he was gone, Peter gave Gwen a look. "Tell me that wasn't at least a little creepy."

Gwen sighed, then reluctantly said, "Okay, okay, if you're really so worried about him, I think I've got an idea..."

* * *

Said idea had involved Spider-Man returning to the ESU laboratory in the dead of night. Apparently, Gwen was often allowed to do paperwork for Dr. Warren on his office computer, and so she knew where all his files were located. Spidey had simply had to sneak into Warren's office and make sure all those files ended up in the recycle bin (Yes, yes, he'd emptied the recycle bin afterward. He wasn't a complete doofus).

Security had been beefed up ever since Warren took over the lab, but no night guard was a match for old Web-Head. He'd managed to go in and out without so much as a red exclamation mark appearing. As soon as Spidey was on the lab's rooftop, he gathered up all of Warren's physical notes on the spiders that he'd been able to find, then set them ablaze with a lighter, which he'd bought for that express purpose (Peter did NOT smoke. Be smart, don't start, kids).

"Phew. There we go." Spidey proudly placed his hands on his hips. When you thought about it, he'd just defeated an entire army of spider-powered mercenaries with his brain. Dr. Warren couldn't recreate those spiders on his own. He'd need Dr. Connors for that, and Warren hadn't exactly endeared himself to Connors lately. And even then, Dr. Connors had made those spiders for other purposes. He hadn't been _trying_ to find give people spider-powers, so who knew if he could make lightning strike twice? Spider-Man's existence was a fluke, and now he was making sure it _stayed_ that way.

Still, though, breaking and entering like that did make Spidey feel a bit guilty, even if it was for the greater good. Plus, he'd promised Gwen's dad that he'd take a break from web-slinging…

Maybe instead of swinging home, Peter would simply change out of his costume and walk. It'd be good exercise and save on web-fluid. Plus, it'd be better for the environment – No, wait, he was thinking of cars. Webs didn't hurt the environment.

Spidey dropped down behind the alleyway where he'd left his civvies in a web-cocoon. Eh, these college campus buildings were too low for good web-swinging, anyways. Besides, Gwen's dad had had a point. When street crime was down and there were no supervillains afoot, it was nice to take a break from superheroing every once in a-

_Wait what was that? _Spidey's head shot skyward. Was it his imagination, or had he seen a dark figure dash across the laboratory rooftop. Possibly a dark… _catlike_ figure?

_Black Cat_. In the blink of an eye, Spider-Man had dropped everything, pouncing back to the rooftop to give chase. No, he hadn't been seeing things – There was indeed a humanoid figure racing across the roofs. Black Cat had tried to rob this place of its alien symbiote before. Maybe she was returning to the scene of the crime?

Spidey barely had time to rationalize it before he was closing in on the figure. Right as his heart was starting to pound, he got close enough to realize… this wasn't Black Cat. Whoever this chump was, they sure as heck wouldn't fill out that catsuit in quite the same way.

"Hey, you! Wanna buy some girl scout cookies?" Spider-Man landed directly in front of the mysterious intruder, blocking their path. The intruder drew back, startled. He seemed to be covered from head to toe in a pale blue uniform. Hard to tell in the moonlight, but it looked like something a bit more durable than Spidey's spandex. The dude's mask was molded into a scowling face with pure, white eyes surrounded by black markings, and his gloves ended in pointy-looking claws. He kinda resembled Black Panther, except he had a flowing blue cape wrapped around his shoulders. So he was Batman. Black Panther with a cape would just be Batman.

"A cape, huh?" Spidey crouched into a fighting stance. "Bold fashion choice." He ducked a swipe of the stranger's claws, his mouth running all the while. "I almost put a cape on my costume, too-" He swung his fist. "-but then I realized it'd look stupid."

To Spider-Man's surprise, the punch actually landed, sending the crook reeling backwards. Huh. For a supervillain, this guy sure moved slow.

"What, you need me to go easy on you?"

Before Spidey could land another blow, the crook held out his arm. There was some sort of cylinder wrapped around it, not at all unlike Spider-Man's web-shooters, except instead of webs, it shot out a cloud of gas.

"Look, you're obviously new, so I guess you don't know this-" Spidey ducked the gas spray. His spider-sense wasn't tingling, so it seemed the gas was meant to mask Not-Batman's presence and not to poison our lovable arachnid-themed hero. "-but it's customary for the villain to trade witty banter with me."

And now Not-Batman was wordlessly running away. Sheesh, tough rooftop. Guess this guy was the strong, silent type.

"Uh-uh-uh!" The guy tried to jump to the ground below, but he was yanked back by a strand of webbing on his cape. "Ooh, someone hasn't watched _The Incredibles_." Spider-Man reeled the crook in, dragging him cape-first. The guy tried to use his claws to cut himself free, but he found his limbs pinned to the roof with webbing before he could so much as flinch. "Alright, newbie, let's see who you-"

Spider-Man yanked off the dude's mask. Beneath his own, Peter's eyes widened.

* * *

"Hobie Brown?"

By the time the police arrived at the Empire State campus, the only remaining source of illumination came from the police car headlights. Captain Stacy shook his head as he watched Sergeant Carter drag the poor guy away in handcuffs.

Hobie opened his mouth, but Carter cut him off with a sharp, "Save it for the judge!" before shoving him into the car.

Captain Stacy shook his head sadly. "He'd seemed like such a good kid. Paid more attention to my lectures than most."

"It's always the quiet one..." Spider-Man was chilling out beneath a nearby lamp post, hanging upside-down on a thread.

"He must've been trying to steal more technology from the lab for that suit of his. All that interest Hobie had taken in workshop, I'd thought he'd be the next Tony Stark, not end up in juvie." Captain Stacy sighed, then turned to Spidey. "Thank you for your help, Spider-Man. The Prowler's been evading us for months. I guess we can't even take out your D-list rogues..."

"Well, I was just in the right place at the right time..."

"Yes," said Stacy as he walked to his police car. "It's fortunate you happened to be all the way out at ESU in the dead of night."

Spider-Man swallowed, but luckily Captain Stacy didn't press the issue. Sheesh. If Gwen was so impressed with Peter's spider-sense, her dad's intuition would blow her freakin' mind…

* * *

"I knew he did well on the football team and made costumes for the drama club, but I didn't know he'd use those talents for _evil!_"

Peter had ended up back at the Stacy household, his head resting on Gwen's lap as they cuddled together on the sofa. They wouldn't have been quite so, uh, physically affectionate, but Gwen's dad wouldn't be home for hours, and as far as Aunt May knew, Peter was asleep in his bedroom with the door locked.

"Hobie's family isn't exactly well-off," Gwen said sadly, running her fingers idly through Peter's hair. "He was always wearing the same clothes to school." She glanced away. "We all knew he was working on some sort of super suit, but he'd said it was to make his dad's window-washing job easier."

"And you _believed_ him?"

"Yeah, I guess that does sound pretty silly now that I think about it..."

"Man, though, are _all_ our classmates gonna turn out to be super-people?" Peter counted off on his fingers. "Harry's part of the illustrious Goblin family, Eddie bonded to a clingy jealous alien, Mark turned molten, Liz, Sally, and Sophia are mutants, and now _this?_"

Gwen gave a wry smile. "You forgot someone."

Peter groaned. "There's _another_ one?"

"_You_, silly." Gwen giggled, then leaned in, drawing her lips nearer to his. "You were a poor, quiet kid too, once." Her face grew somber. "You could've ended up as another Hobie Brown in juvie, but you didn't… and it's _not_ just because your uncle died."

"If you say so..." Peter drew his own lips nearer and completed the circuit. After what felt like forever, they finally drew away from each other. "Hey, Gwen?" Peter clung himself to her like she might escape at any moment. "Promise me _you'll_ never turn out to be a crazy supervillain, okay?"

A goofy smirk spread across Gwen's face. "Aww, darn, but I had such a good evil plan lined up."

"Ha! Spider-Man saves the day again!"

Gwen leaned into his ear to purr, "_My hero..._"

Peter managed to leave Gwen's house before her dad got back, but they'd been really pushing it.


	28. Unstoppable Force

"Alright, alright, I'm here. Now what's this big surprise?" Peter descended the living room stairs to find Aunt May standing by the front door. She was practically hovering off the carpet, grinning from ear to ear. Wow. Peter hadn't seen her this happy in forever.

"I wanted to introduce you..." Aunt May took a dramatic pause. "...to my new boyfriend!"

Peter had been punched in the stomach by supervillains before, so he was well acquainted with the feeling that suddenly arose in his gut. "Your..." He swallowed. "...boyfriend?"

"That's right." Aunt May gazed off into the distance, starry-eyed. "He has such a wonderful personality." _Knock, knock, knock_. "Oh, there he is now." She reached for the doorknob.

The door swung open… and Peter recoiled in horror. Standing on the Parker family welcome mat was a tall, angry-looking man with a cigar in his mouth and a Hitler mustache on his lip.

Aunt May's new boyfriend struck a sexy pose. "Face it, tiger… _I__ want pictures of __S__pider-__M__a__n!_"

"_Aaaaa__aaaa__gh-!_"

The next thing he knew, Peter was under the bedsheets in his pitch black bedroom, panting like mad and covered from head to toe in icy sweat. He instinctively dug his nails into his arm to make sure this was real. _Oh, thank God, __pain_. Peter rolled over under the sheets, slowing his breathing as best he could.

...In retrospect, those Carnage nightmares hadn't been so bad.

* * *

_Thwip, thwip, thwip._

Peter had hoped a swing through the city would clear his head, but even miles above the streets, he still found his thoughts dwelling on his aunt. Peter and Aunt May hadn't really talked about the dating website since Peter first noticed it. In fact, he wasn't even sure if May knew he'd peeked over her shoulder. Aunt May was one of those old people who thought computers were magical demon boxes that'd get a virus the moment you typed the wrong word into Google, so the idea that her browsing history might not be totally private probably hadn't occurred to her.

_Thwip_. Spider-Man did a flip around a building's chimney, ending his arc by landing on the railing of a small bridge. His aimless wandering had led him to the coast of the Hudson River somewhere in upper Manhattan. The reflection of the sunrise in the water was absolutely gorgeous… and absolutely lost on our hero, who currently had his Web-Head far too high in the clouds to notice it.

He hated to say it, but a big part of the reason Peter had been able to be Spider-Man all this time was because Aunt May was way too naive and trusting. But could Peter really stay in the superhero closet if he had a creepy stepdad to hide from, too? Ugh. As if worrying about _Black Cat's_ dad wasn't bad enough...

At this point, Peter had given up on the dim hope that he might happen to bump into Black Cat while out on patrol. She obviously knew he was hunting for her and was keeping a low profile. Not even old Blackie Gaxton had known where the Cat was, even after Spidey had threatened to drop him off the Empire State Building. Spider-Man had made a grown man pee his pants for nothing.

_Ah, well… _Spidey hitched a ride on the roof of an unsuspecting taxi cab. No need to get worked up over events outside his control. Peter absolutely forbid himself from going all emo today. This was supposed to be a holiday. Tonight, Peter would be watching the fireworks with his beautiful (and intelligent) girlfriend. Peter had a lot to be happy about – A couple days ago, he'd thought Gwen would never speak to him again, but now they were closer than ever.

Suddenly, Spidey heard a noise like a gunshot, and his head shot skyward. Fireworks already? In broad daylight? But then Spidey's big, white eyes spotted a small, black object zooming through the clouds. Thanks to his spider-enhanced eyesight, he could juuuuust make it out. It kinda looked like the X-Jet. Were the X-Men back already? Huh. Guess they'd finished their mission a lot sooner than the other local superhero teams.

_Wait a tick… _But then Spidey spotted something else coming off the X-Men's jet. Namely, a thick plume of smoke. And now that he thought about it, that _did_ seem like an odd angle to fly a jet at… Oh no.

Without a moment's hesitation, Spidey sprang off the taxi and sprinted up the side of a building. He could do this. He could do this. Nobody was losing loved ones to a plane crash on Spider-Man's watch. He'd saved a plane before, hadn't he? How had Spidey done it last time? Oh. Right. The symbiote. Okay, okay, no big deal. He just needed a new plan.

Boy, that X-Jet was getting awfully close to the city full of innocent people. Thinking fast, Spidey hopped into a nice, big, empty spot between a bridge and a building. His spider-sense was tingling the hardest here, meaning this had to be the point of impact. Spider-Man promptly began spinning the biggest spider-web of his life between the roof of building and the bridge's guard rail. Thinking back to the time he'd stopped an out-of-control train, Spidey added several overlapping layers to the webs, not stopping until he'd used up over half the canisters on his utility belt. Now his web had to be stronger than steel cables. He just hoped that was enough.

"Yo, Spidey!" yelled a voice. "What'cha doin', man?"

Spider-Man turned his head to the street below. Oh, great. His display of web artistry had drawn a crowd of curious pedestrians. Spidey tugged at his belt and flashed his seldom-used Spider-Signal up towards the X-Jet. "Look! Look! Everyone run!" That seemed to work well enough – Someone screamed, and the crowd began clearing out. Those poor New Yorkers were a little _too_ used to this kind of thing by now. At least it wasn't Galactus this time…

Okay, the plane was getting dishearteningly close to impact. Moment of truth. Spidey hopped up to the roof of the building… and immediately felt an earthquake. He managed to stay in place, though (sticky feet), and then sprang back down to check on his web.

Spider-Man finally allowed himself to exhale. Through some miracle, the web had held, and now it was housing one pitch black superhero jet. Hopefully everyone was alright. Spidey climbed onto the web and made his way to the jet's entrance door.

Uh oh, looked like it'd been crumpled in the crash. It wouldn't turn on its hinge. Guess it was time to bust out the old pickle-jar-opening skills. Spidey reached for the hatch.

_Snikt._

But he was forced to yank his arm back before it got turned into a shish kebab. Spidey had to hand it to his spider-sense – Without it, he'd never have guessed that a trio of knives were about to erupt from the side of the plane. Spider-Man watched, paralyzed with awe, as the knives sliced through the crumpled door like hot butter.

With a _clang_, the door fell down onto the web, revealing the knives' owner. Oh, wow. Spidey blinked in surprise. Out of all the X-Men who might have had knife-related powers, Spider-Man hadn't expected it to be someone so… short and hairy. And yellow. That is to say, he was a short, hairy man covered from head to toe in yellow spandex. Now, it wasn't pure yellow – There were some black stripes on it, too, plus the trademark X-Men logo on his belt and these, like, black swooshy things that went around his eyes and trailed off his head, ending in points. It was like if you grabbed Batman's ears and yanked them out of shape. Also like Batman, the only part of him left exposed was his stubble-covered chin, which was where the hairiness came from. Spidey could only imagine that layer of fuzz extended to every square inch of his body.

The part of him that drew the most attention, however, was his arms. What Spidey had thought were knives appeared to actually be a set of claws popping out from between the knuckles on each fist, three on each hand. Spider-Man wasn't sure if they were a part of the dude's mutant powers or if the gloves simply belonged to some crazy James Bond villain who hid blades in all his clothing.

The X-Man scowled at Spidey through the pure white eyes of his mask. "You got somethin' to say, bub?" Holy crap. Judging from his voice, this dude's chest cavity was mostly cancer with bits of lungs in it. And don't even get Spidey started on his breath. What, was his mutant power the ability use his own mouth as an ashtray?

"I- Wow." The words slipped out before Spider-Man could stop them. "I heard Professor X was charitable, but I didn't know the X-Men were recruiting hobos now!"

"Funny." The X-Man pushed past Spidey without another word. Before Spidey could offer to ferry him down, the dude jumped out the plane and through a gap in the webbing. He smashed into the pavement, leaving an impressive crater. Any normal person would've had their legs shattered to a million pieces by that, but apparently this dude's legs were made of sturdier stuff.

"Thank you for your help, Spider-Man." The next two X-Men to emerge from the jet were more familiar faces – Cyclops and Marvel Girl. Hmm, apparently the X-Men were diversifying their costumes now. Jean had swapped her old blue and gold uniform for a green and gold one. Cyclops's hadn't changed, though, probably because he had all the individuality of a bowl of cold oatmeal.

"If it wasn't for your web, I don't know if my powers could've slowed the jet down." Marvel Girl gave him a warm smile.

"So who's the new guy?" Spidey pointed a thumb down at the street, where the yellow midget X-Man was sniffing the air, probably searching for a trashcan to forage food from. "No, wait, don't tell me – He's the Bashful Bumblebee, and those claws are his stingers of justice."

"His codename is Wolverine." As per usual, if a joke had been told, Cyclops certainly hadn't heard it.

"I, err, wouldn't tease him if I were you," added Marvel Girl. "Wolverine isn't exactly what I'd call… good-natured."

Spider-Man feigned indignation. "But how else will he learn that banana yellow's not as badass a color as he thinks?"

Cyclops scoffed. "What would you prefer, black leather?"

"Look, I'm sure he can take a joke." Spidey turned down to Wolverine on the street below and called out, "Hey, careful down there, Yellow Ranger! I think I saw Rita Repulsa hiding in an alleyway!"

He was met with a faint reply of, "Go $#*% yourself!"

Spidey turned back to the other X-Men, his hands proudly on his hips. "See? He loves me."

"We don't have time for games, Spider-Man." Thanks to his visor, Cyclops's face was stuck in a perpetual glare. "This jet's full of refugees from Genosha. We have to get them to the Institute _fast_."

"Wait." Spidey's heart skipped a beat. "You guys went on the Genosha rescue mission without me?"

"We didn't have much choice," said a third familiar voice – belonging to Beast. "We were under direct supervision from S.H.I.E.L.D., and technically you're a wanted criminal."

"S.H.I.E.L.D., huh?" Spider-Man frowned. That stood for the Supreme Headquarters International Espionage Law-Enforcement Division. It was a huge department of the U.S. government secretly formed during World War II in response to the growing number of superhumans following Captain America's lead. Basically, it was the government's way of reassuring the public they had all the supervillains under control, and yet somehow it still always fell on the shoulders of teenagers in campy costumes to save the day. "So the X-Men are government sanctioned now?"

"Yes. S.H.I.E.L.D.'s own agents have proved themselves powerless against the Brotherhood, but the X-Men managed to infiltrate Genosha disguised as immigrants." As he spoke, Beast walked into view of the doorway. "S.H.I.E.L.D.'s cooperation has been instrumental in our success and has countless implications for the well-being of our-"

"Whoa, Beast!" Spidey quickly dropped the political talk in favor of gaping at Beast's face. "You're- You're _blue!_"

The last time Spider-Man had seen Beast, he'd been only vaguely gorrilla-shaped, but now he flat-out _was_ a gorilla. A gorilla covered in well-groomed, navy blue fur. He wasn't even wearing a costume anymore – All Beast had was a black thong with the X-Men logo on it.

"Ah, yes." Beast drew back, blushing slightly (which made his cheeks purple). "My mutation furthered itself as the result of an, err, experiment gone awry. But I assure you, I'm quite happy and healthy."

"Oh, that's... good. That's good. Cool." Spidey glanced away. Now _his_ cheeks were burning, too. Gaping at their mutations was probably super offensive to mutants. "You just surprised me, that's all. Wasn't expecting you to be so… blue and fuzzy."

_Bamf. _"Oh! Oh! _I'm_ blue und fuzzy!"

"Gah!" Out of nowhere, the jet's entryway was filled with smoke, and Spider-Man's nostrils were filled with sulfur. "What the-?"

"Mr. Spider-Man, I'm so honored to finally meet you! Ze American superheroes 'ave been such un inspiration to me, but none more zan you!" The next thing he knew, Spider-Man was getting a handshake from a dark blue demon in a red jumpsuit. Where-? Had he _teleported_ in?

"Uh… hi?" Spidey cautiously returned the handshake. Hopefully this wouldn't put his immortal soul in jeopardy. This new mutant looked like a stereotypical devil, complete with legs shaped like a goat's, three-fingered hands, and a forked, prehensile tail that twitched with joy as his yellow eyes examined the Wall-Crawler. "And you are…?"

"Kurt Wagner," the blue Firby answered immediately, "but in ze circus, I vas known as ze Incredible Nightcrawler!"

"So..." Spidey looked from Nightcrawler back to Beast. The kid couldn't be older than sixteen, assuming demonic blue mutants aged normally. "...are you Beast's son or something?"

But at this remark, Nightcrawler's joy was quickly replaced with scorn. "Right, I see, because every blue person is related."

"What? No, I didn't mean-"

"I'm _kidding!_" Nightcrawler gave Spidey a friendly slap on the back. "I only met Beast today when ze X-Men rescued me from Genosha." But then his face grew somber. "It vas 'orrible zere. Worse zan ze circus. All ze mutants lived in squalor, und Magneto vanted to use us as soldiers for 'is personal army!"

"Wait, you're from Genosha?" Spider-Man gave a start. "Did you see a blonde girl with bluebird wings growing out her back? Is she on the ship?"

Nightcrawler shook his head. "I'm sorry, I don't know. Zere are so many refugees here… Ze others are at ze back of ze jet."

"We brought them to the jet's safe room before the crash," added Beast.

"Genosha had taken in mutants from all over the world," said yet another voice. Spidey turned his head to find two more mutants approaching the front of the jet. Sheesh, how many members did the X-Men need? The first was a black woman who, despite looking to be in her thirties, had pure white hair, and the second was a big, buff guy whose skin seemed to be made of metal. "From Germany-" The woman motioned to Nightcrawler. "-from Russia-" She motioned to the metal dude. "-and from Kenya." She motioned to herself.

The metal dude bowed his head. "Too many good mutants fell for the Brotherhood's lies."

"But zings vill be different now!" Nightcrawler added brightly. "Ve vill join ze X-Men, not because ve vere drafted like in ze Brozerhood, but because ve _vant_ to." He flashed Spider-Man a grin, revealing a pair of pointy fangs. "Ve're going to be superheroes like you!" He gestured to the man and woman in turn. "Zey vill be called Colossus und Storm. I named zem myself." Nightcrawler leaned in towards Spidey's mask-covered ear and added in an undertone, "Storm 'as veather-control powers."

"Hmm, yes, very fitting." After Scarlet Witch, Spidey believed the X-Gene could do pretty much anything. Violate the first law of thermodynamics, destroy the fabric of spacetime, whatever.

"Well, if introductions are finished, we need to get moving." Cyclops pushed his way into the center of the crowd. "I hate to say it, but Wolverine's got the right idea. Everyone needs to get out of this jet as fast as they can." He turned to Nightcrawler. "Kurt, can you teleport the people in the safe room down to the street?"

Nightcrawler did an exaggerated salute. "Aye aye, captain!"

"Wait, wait!" But before Nightcrawler could _bamf_ away, Marvel Girl returned to the group. While they'd been talking, she'd apparently flown out of the jet to take a look at the sky above. "Keep them in the safe room. We've got company."

"_No_." Cyclops stuck his head out the doorway and looked skyward, and the other superheros followed suit. "That's impossible! How could they move that fast?"

Presumably, Cyclops was referring to the red, humanoid figure with the billowing cape growing steadily larger in the clouds above them. Safe to day that was Magneto, and he was using his powers to carry what appeared to be a group of huge, metal orbs alongside him.

"Great, this guy again." A groan escaped Spidey's mouth. "So, uh, want me to carry you all down the web?"

"No need." Cyclops turned to the rest of the group. "Everyone, huddle around Kurt." The X-Men did as ordered, but Spidey drew back.

"Wait, how does this teleporting work, exactly?" he asked hurriedly. "Is this the kind where your body explodes into atoms and you're dead and the you that appears in the other location is a clone with all your memories? Cuz I've got a strict policy against being cloned-"

"No, no, it's nozing like zat." Nightcrawler gave Spidey a reassuring pat on the shoulder. Huh, that felt kinda freaky when he only had three fingers. "Ve'll stay totally conscious ze whole time. My powers simply send us zrough a hellish alternate dimension for a split-second und zen out a vormhole at a different point in space. Zat's vhere all ze brimstone comes from."

"Oh. How… reassuring."

_Bamf_.

Alright, the teleporting hadn't been as bad as Spidey had feared. The world around them sort of blurred like they'd made the jump into hyperspace, and the next instant they were all down on the street below, standing by Wolverine in a cloud of sulfur. It was a bit disorienting, but on the bright side, now Spider-Man could move closer to his new best friend.

"Heeeeey, Wolvie!" Spidey waved at the yellow-clad munchkin. "Can I call you Wolvie?"

"_No._" Well, that was the most emphatic Wolverine had sounded all day. "Outta the way, kid." Spidey was shoved out of Wolverine's path with enough force to trigger his spider-sense.

"Hey, rude!" Spidey folded his arms. "Don't tell me the big scary badger dude is running away?"

"Trust me," Wolverine snorted, "you don't want me anywhere near a fight with Magneto." He gestured to the metal claws protruding out his hands. Ooh, yeah, that was a bad combination.

But before Spidey could concede the point, there was an earsplitting _crash_. Every last one of Magneto's gigantic steel balls had smashed into the concrete – though luckily the pedestrians had long since evacuated, so nobody got squished. And above them all, Magneto descended from the heavens, his cape billowing majestically behind him. He brought to mind Superman with a bucket stuck on his head.

The complete team of X-Men knelt into fighting stances. Their members, in case you somehow lost track, included Cyclops, Marvel Girl, Beast, Wolverine, Nightcrawler, Storm, and Colossus. Spidey assumed that Iceman, Angel, and Firestar had stayed home to wax Professor X's head.

"You have stolen our brothers and sisters from us!" Despite being older than dirt, Magneto still managed to speak in a clear, commanding voice that rang out over the city streets.

"They _begged_ us to save them!" Marvel Girl shot back. "You- You bullied vulnerable children into abandoning their homes! Their families!"

"Their homes and families are no longer safe for our kind," Magneto replied coolly. "But I see now that you are beyond words. Charles's indoctrination runs too deep. You've left me no choice." With a flourish of his hands, Magneto's enormous balls began to ripple and twist like they were made of liquid.

With a quick snapping motion, the liquid metal split apart, revealing that each sphere had held a Brotherhood mutant. Apparently, those spheres had been Magneto's needlessly grandiose way of ferrying his crew across the ocean. Well, at least it wasn't an army of T-1000s…

The Brotherhood of Evil Mutants stepped out onto the pavement, gathering beneath their leader as he floated closer to the ground. Somehow, Magneto had convinced his kids to wear costumes almost as embarrassing as his own. Scarlet Witch had traded her jacket for a corset-and-cape combo complete with a pointy tiara thingy on her head (all colored scarlet, naturally), while Quicksilver had on a skintight blue running suit covered with white lightning bolt designs. Toad looked like he had on the exact same torn-up jeans and t-shirt as before, though, seeing as he didn't really need a costume to pull off the amphibian motif.

Lastly, the Brotherhood had brought along a brand new member who managed the impressive feat of looking even skeevier than all the other guys combined. He was a graying, withered old dude with a brown trenchcoat and facial hair that screamed, "_I shouldn't be within five hundred yards of a school!_"

"_Great_." The instant she locked eyes with the guy, Marvel Girl cringed. "They found a replacement telepath for Emma."

"Ah, yes, you haven't been introduced." Magneto folded his arms behind his back as he hovered in place. "Mastermind, why don't you acquaint yourself with Miss Grey?"

Mastermind brought his long, spindly fingers to his temples, and then Marvel Girl brought her petite, well-manicured fingers to _her_ temples, and suddenly the two of them were dripping cold sweat as they engaged in yet another patented telepath staring contest.

Hmm, Spidey supposed Mystique had stayed behind in Genosha to guard the homestead. _Well…_ Spidey took a worrying glance at his fellow superheroes. He _hoped_ Mystique had stayed behind. Sheesh, between her, Chameleon, and the Skrulls, Spidey was gonna be paranoid for the rest of his miserable life.

Actually, there was still one unopened metal sphere resting in the street behind the Brotherhood, but it was about five times bigger than the others. Magneto had probably left it empty to carry all the refugees back to Genosha if, by some fluke, evil ended up triumphing over good.

"Leaving so soon, Logan?" Suddenly, Magneto waved an arm, and Wolverine froze in place. He'd sprinted an impressive distance down the road, but apparently not far enough to escape the range of Magneto's powers. Uh oh.

Wolverine was sent zooming towards the other X-Men like a leaf in the wind. He tried to snarl in protest, but his jaw had been clamped shut. The way his limbs moved through the air against his will was… freaky, to say the least. Magneto had turned the dude into a living marionette.

"What the-?" Spidey ducked a swipe of Wolverine's claws. "How's he controlling your _whole body?_ What, is your costume lined with lead?" But he didn't have time to dwell on it. Spider-Man swung a fist straight into poor Wolvie's forehead.

At the exact moment it was too late to cancel his momentum, his spider-sense howled like mad. _Crunch_.

"_Agh-!_" Spidey promptly backflipped away, nursing a broken hand. "Are you kidding me-? Don't tell me you're _Hammerhead_ under that mask!"

"That won't do any good." As he spoke, Beast joined Colossus in trapping meat-puppet-Wolverine in a bear hug (Colossus, at least, had had the foresight to shapeshift back to regular human skin before Magneto got close). "Wolverine's skeleton is coated in adamantium, the strongest known metal in the universe."

Spider-Man groaned. "_Now_ you tell me..."

While Spidey had been dealing with Wolverine, total war had broken out amongst the other mutants. Storm was trading lightning bolts with Scarlet Witch's hexes, Magneto was dodging Cyclops's optic blasts, and Quicksilver was poking various spots on Marvel Girl's face in rapid succession while yelling, "_Is this distracting you I know you're trying to concentrate am I making that hard for you am I breaking your concentration-?_"

That left only one mutant unaccounted for… _Thwip_. A strand of webbing caught Toad by the foot, yanking him off the side of the building he'd perched on.

"Hey, what gives-?" Toad thrashed futilely as Spidey strung him up on a lamp post.

"I can't believe you." Spider-Man waggled a disapproving finger. "If your friend Frog could see you right now, he would be _so_ ashamed. This is worse than that time you guys ate all those cookies."

"What are you doing?" Storm landed next to Spider-Man on a gust of wind, apparently having zapped Scarlet Witch into unconsciousness. "Why are you talking so much in the midst of battle?"

Spidey shrugged. "It's called quipping. It's when you say stuff like, 'I once owned a dog that was smarter than you' to psyche out your opponent. Try it."

"Hmm..." Storm turned back to Toad. While they'd been busy talking, Toad had used his acid slime to dissolve the webbing and was currently hopping away. All of a sudden, the winds swirled around her as Storm's eyes glowed pure white. "Do you know what happens to a toad when-?"

"Actually, y'know what, maybe leave the quipping to the professionals."

Somehow, Toad managed to dodge the incoming lightning bolt, and so Spidey chased after him. Spider-Man rounded a street corner, but what he found cowering in the alleyway wasn't Toad…

It was Nightcrawler, and right now he seemed busy sitting by a trashcan, hugging his knees, and chanting, "_Our Fa__z__z__er who art in heaven, hallowed be __z__y name..._" under his breath as he squeezed his trembling eyes shut.

"Nightcr- Err, Kurt? You okay?"

"Gah!" The fuzzy dude flinched, but he sighed in relief when he realized it was only the Web-Head. "Oh, Spider-Man, I..." He bowed his head. "I 'ave a confession to make. I know I vas all excited to be a superhero a minute ago, but..." Nightcrawler took a breath, then reluctantly opened his yellow eyes to meet Spidey's white ones. "...I'm not so good at ze fighting part."

"Hey, that's alright." Spidey sat down next to him. To be honest, he wasn't totally comfortable with this setup – both because he could hear the faint sounds of explosions from nearby and because the ground in this alleyway was covered in a layer of slime that seeped right through the spandex – but if there was one thing Spidey had learned from his crazy year of superheroing, it was the importance of looking cool and collected. "There's more to being a superhero than just fighting people. I mean, with powers like yours, there's so many other things you could do, like… like..." Spidey's vision wandered to his giant spider-web, visible off in the distance. Light bulb. "You could teleport all the refugees in the jet to safety! Just pop in there and _bamf_ them to Xavier's Institute." He snapped his fingers to illustrate the point.

But Nightcrawler shook his head. "I can't teleport somevhere I've never been before. I could end up underground or- or inside a vall-!" Just the thought of it seemed to make him hyperventilate.

"Well, maybe you don't have to teleport them _that_ far, but-"

Unfortunately, the next instant, a huge steel pillar crashed into the ground a few feet away, causing Nightcrawler to scream and _bamf_ away. Great. Spidey hopped out of the alley and turned his head skyward.

Apparently, Cyclops's laser-eyes had been less than effective, and now Magneto had hovered over to the X-Jet. His powers caused another huge steel beam to wrap around the plane, totally blocking the exits. _No_. Now the refugees were trapped. If they didn't do something fast, he'd pluck the jet right off of Spidey's web and carry it back to Genosha.

"None of you realize what you're doing!" As Magneto lectured the X-Men below, the X-Jet gave a disheartening wobble. Looked like the web was holding for now, though – Spidey knew how to mix up a strong batch of web-fluid. "The American government is working with Trask! You're putting our brothers and sisters in danger with your naive idealis-"

_Thwip_. The next thing he knew, Magneto's wrinkled old mug was rendered bucketless for all the world to see. "What on earth-?" He spun in midair to find Spider-Man happily perched on the web.

"Look at me, look at me, I'm Magneto!" Spidey put the bucket on his own head and did a hilarious dance. "I look like Gandalf and I like playing chess with my boyfriend! I want the oppressed to become the oppressors and I totally fail to see the irony!"

Magneto was less than amused. "You are trying my patience, child."

"Yeah, well what'cha gonna do about-? _Whoa!_" Another steel pipe flew dangerously close to Spidey's face. Luckily, the trusty old spider-sense enabled him to spring out of harm's way. "Man, that was a close-"

"_Agh!_"

Both Spidey and Magneto spun around right in time to watch the pipe smack both Mastermind and Marvel Girl in the heads. Apparently, their psychic battle had required them to stand directly next to each other. Both telepaths cried out in pain, and the next thing Spidey knew, Magneto dropped out of the sky like a fly shot with bug spray, landing with a _plop_ in the spider-web.

And Magneto wasn't the only one. Quicksilver and Toad had conked out, too. Sweet, the whole Brotherhood was out cold… alongside every last X-Man (Luckily, Cyclops had closed his eyes before passing out. Otherwise things would _not_ have been pretty).

"What happen-? _Oh_." Spidey tugged the red-and-purple bucket off his noggin. That's right, Magneto didn't just wear this thing to be fashionable – It protected you from psychic attacks. The simultaneous hit on Marvel Girl and Mastermind must have sent out some kinda telepathic shockwave.

Spider-Man climbed off the web and returned to the street below. Well, that was a bit anticlimactic, but the important thing was that the fighting was-

_Clang. Clang. Clang._

-over.

Okay, remember that last metal sphere that Magneto never opened? The one that was way bigger than all the other ones? The one Spider-Man had assumed was empty? He, um, might have made a miscalculation.

Spidey ran over to the sphere's crater, making sure not to step on any X-Men on his way (Stepping on Brotherhood members was fine, though). Alright, so there was one last evil mutant left, and Spider-Man would have to deal with him on his own. Phht. Whatever. Spider-Man had taken on whole armies of supervillains by himself. This was gonna be cake.

_Clang. Clang. CLANG_.

The sphere had gained a fist-shaped dent, and that dent grew larger and larger until it finally popped like a zit. And from within the new opening, a huge, hulking figure stepped out from the shadows and into the light.

"H-Hey there, stranger!" Spidey did his best to exude confidence. "I'm your friendly neighborhood Spider-Man. And you are…?"

The gigantic man looked the Web-Slinger over from behind the eyeholes of the giant dome on his head. Apparently, Magneto wasn't the only one with a taste in helmets.

The newcomer clenched his crate-sized fists, then bellowed out, "_I'm the Juggernaut, bitch!_"

Spider-Man swallowed. That was, uh, probably an ironic nickname.

* * *

**_Next chapter:_ Juggernaut and the Stopping Thereof!**


	29. Immovable Object

Okay, Spider-Man had a confession to make. Unlike his new pal Nightcrawler, Spidey wasn't actually religious. It simply wasn't practiced in the Parker household. He'd never really thought about it much – For the majority of Peter's life, the more pressing moral crises had involved his ability to beat all of Harry's speedrun records and the ethics of illegally downloading anime (How was Peter supposed to live with himself knowing that somewhere out there, a bunch of Japanese guys had been screwed over?).

But lately, for some reason, the question of what would happen after he died had been on Spidey's mind.

"I'd be running if I was you, kid." Behind his helmet, the Juggernaut's eyes skimmed the area. They settled on the X-Jet still stuck in the nearby spider-web. Juggy took a massive step forward. In the sunlight, his getup appeared to be made of a copper red material. It sorta resembled the surface of Mars, which was where Spider-Man's corpse would land after Juggernaut punched him.

There was a time Spidey was reasonably certain the afterlife didn't exist, but that was before a giant purple man tried to eat the planet and Spidey learned the world was a kooky place full of magic and gods and aliens. Besides, Uncle Ben _had_ shown up in Peter's mind when the symbiote tried to hug him to death back in the church bell tower. Maybe he actually wasn't a crazy hallucination, but was in fact Ben's spirit giving Peter guidance from… uh… well, from Valhalla, if Thor was to be believed.

_Bamf_. Spider-Man was treated to a faceful of sulfur as Nightcrawler reappeared in the street.

"Everyzing got quiet!" Nightcrawler said hurriedly. "Iz ze fighting… over?" It was about at this point that Nightcrawler spotted all the unconscious mutants lining the pavement. He froze in place, then slowly turned around to discover the big hunk of behemoth standing behind him. "_Heilige scheisse!_" The blue furball practically hopped into Spidey's arms Scooby-Doo style. "Ze Juggernaut!" He made a quick sign of the cross with his hand.

"You've met?" Spider-Man swallowed. "Please tell me under that gruff exterior, he's a lovable goofball."

"Ve can't beat ze _friggin' Juggernaut!_" Nightcrawler frantically set to work rounding up his fallen teammates. "He'll squish us like grapes! Magneto overloaded him vith radiation from ze Cyttorak gem. Not even Volverine's claws can scratch him! Und zere's no reasoning vith ze Juggernaut, either. I zink ze radiation affected his brain."

"I can hear you, y'know." At this, Nightcrawler yelped and bamfed for the hills. "Guess he's the smart one." By now, the Jug-Head had gotten close enough to punt the Web-Head like a football. "Now beat it, kid. Those mutants are goin' home to Genosha if I have to drag that plane across the whole ocean." Whoa. Somehow, Spidey didn't think he was being hyperbolic.

Spider-Man impulsively stumbled backwards, but he remained in the Juggernaut's path. Looked like he was doing this alone – though on the plus side, Nightcrawler had teleported his fellow X-Men to safety, so Spidey only had to worry about protecting the jet.

"Okay, 'Juggernaut,' let's put that name under scrutiny." Spider-Man shot both web-shooters at the Juggernaut's feet, then gave the web lines a strong tug. "_Hnngh!_" It nearly ripped Spidey's arms out of their sockets.

"That all you got?" An unfazed Juggernaut gave the web a yank of his own.

"Gah!" Spidey was sent flying. The next thing he knew, Juggy snatched him out of the air and wrapped his massive fingers around Spidey's neck.

"I don't like killin' kids, but it ain't my fault you were too stupid to run away." Juggernaut's palms began to constrict. Hoo boy. Spider-Man squirmed with all his might, but it was no good. In a second, he was gonna look like he'd been swatted by a giant newspaper. He shut his eyes. This couldn't be the end… could it?

_Bamf_. "Leave! My! Friend! Alone!" But the next second, a familiar sulfur stench hit Spidey's nostrils, and he opened his eyes to find Nightcrawler wrapping his limbs and tail around Juggy's big, fat, dome-shaped head.

"Nightcrawler-?" Spider-Man seized the distraction to escape Juggernaut's greasy mitts and backflip onto the wall of a nearby building. Nightcrawler himself, however, wasn't so lucky. Right as Big J's hands clamped around the fuzzy dude, there was one last earsplitting _bamf_, and when the brimstone cloud settled, both mutants were gone.

"Nightcrawler? _Kurt?_" They couldn't have gone far. Spider-Man scurried up to the building's roof and scoured the city. Judging from the smoking crater off in the distance, Nightcrawler had teleported Juggernaut a few blocks down the coast of the Hudson. Guess he couldn't have dropped Juggy into the river or something without risking himself drowning.

Spider-Man used up the last bits of fluid in his shooters to weave a quick web-slingshot between two pipes, then refilled them with the reserve capsules in his utility belt and shot himself across the skyline. He landed on another building a safe distance above the crater. Spidey peered over the edge of the roof to verify that, yes, Juggernaut was indeed in that crater, and, more distressingly, Nightcrawler's limp form was sprawled out behind him.

The Juggernaut snorted, then dutifully marched back in the direction of the jet. Great, Nightcrawler's sacrifice had only served to delay him a minute. "_Kurt?_" As soon as the coast was clear, Spidey hopped down into the crater. Nightcrawler was still breathing, thankfully. Another minute and Spidey would've had to scoop him up with a spatula.

Spider-Man heaved his fuzzy new friend over his shoulder, then wall-crawled back to the building. He used up another half-a-cartridge of webbing to spin a second slingshot, then slung the both of them back to the X-Jet. As he soared through the air, Spider-Man spotted a different rooftop and shot a quick web to change directions.

Apparently, Nightcrawler had dropped off his unconscious comrades up here to keep Juggy from squishing them. Unstoppable as he was, Juggernaut didn't look like the type who could scale buildings. Spider-Man set Nightcrawler down, then hopped back over to the crashed X-Jet. The web was still holding, but Spidey doubted it'd survive a run in with Juggernaut's fat head.

"Hello? Can anyone hear me?" Spidey tapped on one of the jet's windows. "There's a really big, really angry mutant coming this way!" He was met with a flurry of responses – most of which, unfortunately, were either in foreign languages or spoken with such thick accents that they might as well have been. Spidey could see some of the refugees inside. Some of them had evidently wandered out of the jet's safe room, and now they were trying unsuccessfully to open the jet's doors. Spider-Man could see why – During the fighting, stupid Magneto had wrapped a bunch of metal around them from the outside. Spidey tried to peel it off, but Magneto's powers had stuck it on tight. Spider-Man's proportional spider-strength would sooner rip off his own fingernails than budge all that metal.

"Hmm..." Spider-Man hopped back over to the rooftop housing the unconscious X-Men. Oh, just his luck, Wolverine's claws had retracted. Maybe…? Spider-Man held up Wolverine's wrist and gave it a squeeze, but he failed to coax the claws out. "Thanks, big help as always, Wolvie." Okay, what about Cyclops? Maybe Spider-Man could peel his eyelids open and blast a hole in the jet? ...That sounded like a great way to lose his fingers. His spider-sense went nuts just from looking at that ruby vizor funny.

Fine, the X-Men were a bust. What about the unconscious Brotherhood down on the streets? Maybe if Spider-Man gave Toad's tummy a squeeze, he could shoot some acid to melt the… No, no, Spidey was wasting his time. Judging from the screams and sirens in the distance, Juggernaut would get back here any minute now.

Spider-Man returned to the jet's window and rapped on the glass. "I, uh, don't suppose any of you guys have some kinda mutant power than can stop a huge unstoppable buff dude?" Once again, he was met only with a slurry of foreign languages and funny accents. It was no use – These refugees looked untrained, underfed, and terrified out of their minds. They probably had no idea how to control their powers. Juggernaut would eat every last one of them for-

"Hello? _Hello? _What's goin' on out there?"

And then Spidey heard it. Of the various accents coming from the X-Jet, one of them was indisputably… a Brooklyn girl. Spidey couldn't make her out from the crowd of refugees, but there was no mistaking that shrill voice. _Sally_. It had to be.

Slowly, Spider-Man left the jet, crawling down the web to the wall of a nearby building. Up ahead, Juggernaut was marching over the horizon. Spidey took a deep breath. He couldn't fail her. Not again… He had to do this. He had to stop the Juggernaut.

But brute force wasn't gonna cut it – Spider-Man had learned _that_ lesson from the Rhino. The problem was, unlike Rhino, Juggernaut wasn't going after Spider-Man specifically. There was no way to lure him into a steam tunnel – and besides, who knew if a crazy superpowered mutant even _needed_ to sweat?

"I see you over there, Wall-Crawler!" The Juggernaut had, evidently, been blessed with a magnificent set of lungs. "Last chance to get out of my way!" He took a lumbering step forward, placing himself closer to the edge of the river.

Maybe… even if Juggy couldn't be stopped, he could at least be knocked into the water? That could buy Spidey a precious few more minutes. And then he'd have to hope the X-Men woke up before the Brotherhood did...

Spider-Man dropped down, landing on the roof of a passing semi. The driver was, like most sane people, getting away from the Juggernaut as fast as his vehicle could take him. Unfortunately for him, he'd have to make do with running. _Thwip_. "What the-?" The next thing the poor driver knew, his butt was on the sidewalk and Spider-Man's butt was behind the wheel of his truck.

"_Sorry I'll bring __it__ back later thank you!_"

"Hey, wait a minute!" The wrinkled old truck driver tried to protest, but Spider-Man had already sped off. The old man glared from behind his distinct, rounded sunglasses, his gray mustache quivering with rage. "They ought to call him the _Inconsiderate_ Spider-Man..."

"Heads up, Juggy!" Spider-Man barreled the truck at full speed towards his foe. Mere feet away from collision, the Wall-Crawler webbed the gas pedal to the floor and dived out. He landed on the pavement right in time to escape an earsplitting explosion. Huh. Apparently, that'd been a _gasoline_ truck.

Spider-Man immediately picked himself up and spun around to find a massive wreckage of flames and twisted metal… surrounding a perfectly intact Juggernaut.

"_Oh come ON!_" The, uh, incoherent shrieks of rage weren't Spider-Man's wittiest quips ever.

"Get the picture yet?" Juggernaut dusted some shrapnel off his shoulder, then resumed his march towards the jet. "When the rest of the Brotherhood wakes up, I'm gonna be holdin' that plane in my hands, and any tight-wearin' creeps who try to stop me will be on the bottom o' my boot." He casually kicked over a fire hydrant to rinse off a few stray flames.

Spider-Man trembled in spite of himself. This couldn't be happening. Spidey's pulse was pounding in his ears, whereas Juggernaut hadn't even broken a sweat. Well, actually, this was bound to happen _eventually_, wasn't it? Even with the proportional strength of a spider, there were villains out there who were lightyears ahead of Spider-Man. Villains he could barely even comprehend. Norse gods, planet-eating aliens, and now an unstoppable Cyttorak gem-fueled monster. Spider-Man had kept pushing and pushing his luck, and it'd finally run out.

By now, the Juggernaut was inches away from Spider-Man. He was once again close enough to punt Spidey like a football, but instead he gave him a bemused smirk. "Last chance to get outta the way, kid. Don't know why you even care so much about all this. You ain't a mutant. It's not your problem."

That sentence… made Spider-Man's blood run cold. "No." He clenched his fists. "I'm never getting out of the way. _Never_."

Juggernaut shrugged. "Your funeral." He raised his basketball-sized fist.

"_Nngh!_" But before he could land his blow, Spider-Man pounced onto his helmet.

"What the-? Gettoff me, ya little-!" Juggernaut flailed and clawed at his face, but Spidey started spraying his web-shooters like silly string. The webbing blasted through the airholes in Juggernaut's helmet, squirting into his mouth, up his nostrils, and even over his eyes.

"_Rrgh!_" But apparently, the Juggernaut's throat muscles were as stupidly powerful as the rest of him. He chewed the webs up and spat them back out almost immediately. "I don't need to breathe, you idiot! What part of 'juggernaut' don't you get? All you did was put a gross taste in my mouth!"

"Well, technically, no, that's _not_ all," Spider-Man said as he latched onto Juggy's bulbous helmet for dear life. "I also blinded you. Or do you not need to see, either?"

"I don't need to see to _turn you into a smear on the pavement!_"

The old spider-sense screamed a warning, but Spidey was clinging on too tight to dodge in time. The Juggernaut's fists hit his back like a pair of sledgehammers. There was a disheartening _crack_. Spider-Man had just enough time to think, _This is gonna suck_, before the pain started.

"Let go o' me, ya creep!" _Crack. Crack. Crack. _The Juggernaut hit him again and again and… Spider-Man lost count. Waves of pain crashed over him. He felt like he was back in that coffin, and nothing existed in the whole wide world except for this searing pain and… and the protests of his aching muscles. But he couldn't… Couldn't let go.

_Wham_. Spider-Man punched Juggernaut's helmet with all his might, but it didn't so much as leave a dent. Then Juggernaut returned the gesture. And when Juggernaut punched, it almost certainly _did_ leave a dent.

Spider-Man wasn't sure if his ears were ringing or if he was screaming at the top of his lungs. Probably both. But still, he held on, and still he punched the Juggernaut's helmet. It was welded on, meaning there'd be no knocking it off. And even if Spidey did break through, Juggy's skull was undoubtedly as invulnerable as the rest of him. This was.. wasn't a battle Spider- Man was gonna win. But maybe… _Wham_. ...maybe he could wear Juggernaut down enough… _Wham_. ...for some other superhero to come in and finish him off. It… _Wham_. ...it didn't even matter if Peter won or not. _Wham_. All that mattered was that… _he… never… let… go._ _He… never… stopped…_

_WHAM_. There was one last deafening crunch – probably the sound of Peter breaking every bone in his body – and then everything turned white. The ringing in his ears faded away, leaving behind an eerie silence.

Peter blinked in surprise. He was no longer holding onto the Juggernaut. In fact, the Juggernaut was nowhere to be seen. Peter was floating in a white void, completely alone save for… someone standing before him. Peter's vision was a bit blurry, but it looked like… like an old man.

Oh no. This was it, wasn't it? It was just like the ending of _Harry Potter_. Peter was going to Valhalla after all (Great, now he sounded like those skinheads from _Fury Road_).

"_Uncle… Ben?_"

The old man chuckled at this. He leaned in and helped Peter to his feet. "I'm afraid not, Peter." Now that Peter could get a closer look at him, he could see that this old guy was… err, lacking in the hair department.

"Wait… Professor X?"

And then, like jolting awake from a dream, Spider-Man found himself lying on the pavement beside the Hudson River, covered in a mixture of blood, sweat, and tears. Spider-Man blinked – which, evidently, was enough to cause his entire body to ache. With a great effort, he managed to sit up and turn his head. For a second, he thought he was still dreaming.

There was the Juggernaut, lying unconscious alongside the rest of the Brotherhood beneath the X-Jet's massive spider-web. A sizable piece of Juggernaut's helmet had chipped off, revealing the thick, meaty head underneath.

Spider-Man blinked again – _Ow, he really needed to stop doing that!_ "I- I did it." He let loose an incredulous laugh. "I stopped the Juggernaut!"

"Not quite."

Spidey turned to find another reassuring sight. Angel, Iceman, and Liz were all walking towards him. The cavalry had arrived! Liz even had on a brand new Firestar costume – a skintight yellow jumpsuit with a fiery red mask over her eyes.

"Technically, Professor X stopped the Juggernaut," said Iceman (who was currently in his normal human form beneath a plain blue and gold costume). "All you did was crack his psychic-proof helmet so the Professor could remotely zap his brain with Cerebro."

"Oh my God, Petey, are you okay?" Liz, at least, had the decency to act concerned for Spidey's wellfare.

"Yeah, yeah, I'm fine." Spider-Man made a shaky attempt to pull himself to his feet. "I, uh, deal with this kinda stuff all the time. That was nothing- _Ow!_" His butt stubbornly returned to the pavement. "I'm just glad Juggy didn't spring for an adamantium helmet..."

* * *

Fireworks roared across the Manhattan skyline, exploding into a brilliant ray of colors. Meh, that wasn't even half as cool as the gasoline truck explosion a few hours ago. Fireworks had been a lot more exciting _before_ Peter got bit by the spider…

"Peter?" Gwen placed her hand over Peter's – though she had to be gentle since his was in a sling. After the Brotherhood's keisters had been hauled off to the Vault, Peter had been brought back to the X-Mansion so Beast could patch him up. And now, mere minutes away from midnight, Peter and Gwen were sitting under the stars on the X-Mansion's ginormous front lawn. The entirety of the school was out here alongside them, but the X-Men had been generous enough to provide Peter and Gwen with their own private blanket to sit on.

"I'm not gonna lie, watching you get beaten within an inch of your life every other day isn't easy." Gwen took a breath. "But what you did today.. Well, let's just say I didn't think it was possible to love you any more than I already did." A smile crept across her face.

Peter smiled back. No matter how many cool shapes they made, Peter simply couldn't keep his attention on the fireworks. There were too many other, far more interesting sights all around him. Like the fuzzy blue dude laughing and chasing the incorporeal brunette girl across the mansion grounds. Or the dark-haired girl engaged in deep conversation with the flock of pigeons nesting on her. Or Liz Allen resting by a tree with her fully healed brother, the two of them laughing together as they gazed at the stars. Or the blond girl with giant, beautiful bluebird wings sprouting out of her back, who trembled and huddled closer to her mother by the front gates.

Hey, remember that line before about Spidey, Iceman, and Liz's last attempt to rescue Sally being "the last she ever saw of them?" Yeah, that, uh, might have been a slight exaggeration for the sake of drama.

* * *

**And now you have to picture the camera panning out as one last firework explodes into the shape of Spider-Man's head, and then the entire sky turns into Spidey's head the way it does at the end of every episode of the TV show, right as the background music swells.**

_**End of Junior Year**_

* * *

**_Author's Note:_ That's right, Marvelittes, this chapter marks the end of the "Junior Year" portion of the story. I'll be going on a hiatus of indeterminate length now (Sorry for not keeping my promise about writing twenty chapter after seeing _Civil War_, by the way), but when I come back, we'll have skipped to the end of the summer and Peter and Gwen's senior year will begin! I figured Peter needs all that time after the Fourth of July to recuperate…**

**But that's not all. After the hiatus, the story will plunge into its most epic multi-chapter storyline yet – the return of the Black Cat and her father! Finally, you can witness all the drama that probably would've been in the cartoon itself if it hadn't gotten canceled! Stay tuned for it, folks. Same spider-time, same spider-channel!**


	30. Recidivism

Back when Spider-Man had fought a new supervillain twice a week, time had moved like molasses, but now that no villains had shown their faces for two months, it zoomed by at breakneck speed. Here Peter was, tapping away at his keyboard while stealing wistful glances at the speedily setting sun outside the Bugle's window. Was tomorrow seriously the first day of senior year? It felt like just yesterday, Peter had been a poor naive junior hitting on Sally Avril.

You'd think time would move more slowly seeing as Peter had taken a breather on the Spider-Manning for a bit. Sure, it was relaxing, but unfortunately the novelty of a masked vigilante catching purse snatchers had worn off, meaning Peter's photography career had been put aside in favor of working on the Bugle's webpage. But despite the lack of income, life had been good. In fact, he'd been feeling so good that Spidey had actually quit his therapy with Leo. Though he might have to resume it if Aunt May ever found herself a boyfriend...

Sadly, the Human Torch continued being a no-show at their meeting spot on Lady Liberty's head. Apparently, the Fantastic Four had been adventuring in the Negative Zone for months. It should've been a tense time for humanity, but it turned out the looming threat of Annihilus the Living Death that Walks was a bit too abstract to really catch on with the general public.

Anyways, work had been fine. Dr. Warren had been marginally less creepy during Peter and Gwen's internship at the labs, and life at the Daily Bugle was…

"SENSATIONALIST? HOW DARE YOU? THERE'S NOTHING SENSATIONALIST _ABOUT_ ME!"

...normal.

"You call this objective?" Mr. Robertson stormed into the room, hot on the trail of a certain cigar-chomping loudmouth. He slapped down a fresh, hot newspaper onto a desk – nearly spilling poor Betty Brant's coffee – and read out the headline: "Magic clay tablet holds the secret to immortality."

Jameson replied with an earsplitting snort. "Look, magic is big right now. The public can't get enough of that viking hammer guy, those books about the glasses kid, Doctor Weird-"

"Strange," Mr. Robertson said flatly.

"I don't care _how _unusual he is! He sells papers!" Jameson threw out his hands, wafting cigar smoke near enough to send Peter into a coughing fit.

Peter fanned himself and tried not to think about the fact that he was working for the print equivalent of BuzzFeed. Maybe the end of summer wasn't such a bad thing after all. At least the school year would offer him a reprieve from basking in Sourpuss's presence. And it wasn't just any school year – It was senior year! One more easy year, and Peter would be in college. Think, a year from now, Spider-Man would be swinging around the ESU campus. Peter had never dared plan that far ahead when he first started his superhero career.

Better yet, Peter and Gwen had both turned seventeen back in August, which meant there was only one more year before Spider-Man could join the Avengers. _The freakin' Avengers!_ Earth's Mightiest Heroes, now including the Web-Head! Of course, if he'd really wanted to join a superhero team, Spidey could've applied for the X-Men ages ago, but then he'd have to live in Westchester, and he couldn't stomach the thought of Aunt May living all alone – or worse, alone with a new boyfriend (_Gag!_). Besides, if Peter got on his good side, maybe Tony Stark would even foot his college bill. It'd be chump change to the dude.

He was hesitant to say it, but Peter had to admit… life was pretty good right now. Sure, he'd had some rough patches for a while, but things were finally sorting themselves out. No more supervillains. No more hardships. No more loose ends.

* * *

Black Cat carefully loosened the end of the crystal necklace from around the mannequin's neck, then slipped it into the pouch on her hip and quietly climbed out the skylight. She nearly alerted the guard by yawning too loudly. Ugh, everything was so easy here. The buildings were smaller, the air was cleaner, there were no gun-toting gangs running around the streets… Even Canada's superheroes were lamer knockoffs of the American ones. Like, the U.S. had a big green monster guy, whereas Canada had a big orange monster guy. _Very_ different.

And the heroes weren't all stationed out of Toronto like the American ones were with New York, which meant Black Cat virtually never encountered them. She certainly never encountered any ruggedly handsome swashbuckling ones in skintight costumes.

_No_. Black Cat shook herself from her thoughts. She'd moved past that. New city, new life.

Without further ado, Black Cat pounced onto the window of a different building and crawled back into her penthouse. She almost wished someone had spotted her so there'd be _some_ challenge.

"_Felicia!_"

Black Cat recoiled, her hair standing on end. Camped out by the open window was an angry, bald, wrinkled man in a bathrobe.

"Oh, D- Daddy, I thought you were asleep." Felicia casually locked the window behind her and tugged off her white wig, revealing a head of short black hair. Tragically, she'd been forced to ruin her hairdo once they'd assumed their new Canadian identities. Her dad, meanwhile, had opted to rip off the band-aid and shave his head.

"What were you _thinking?_" he snapped. "You know we don't need the money anymore! I had more than enough stashed away."

"Oh, Daddy, must you always assume the worst of me?" As she spoke, Felicia subtly turned herself to keep the hip pouch out of sight. "I was only stretching my legs. It's so boring here."

Her dad didn't seem altogether convinced, but he let it drop.

"And look, I even brought you a present." Felicia whipped something out of her pouch with a metallic _clack_.

Her father froze. Slowly, reluctantly, his eyes traveled downwards to the small handgun hovering before him, its barrel pointed safely away. "Felicia." His face hardened. "You know how I feel about-"

"And _you_ know how _I_ feel about you staying here without any protection." Felecia practically wrenched it into his hands.

Her father stared at the pistol like it was a parasitic growth. "I shouldn't even _be_ here," he said faintly.

Felecia's bubbly persona vanished faster than actual bubbles. "_Dad_, for the millionth time, you made one mistake, and Spider-Man wanted you to spend the rest of your life rotting away for it!"

But her father failed to return her anger. Instead, he backed away and meekly made for his bedroom, the pistol hanging limply at his side.

When it came to hissing, Felicia could outmatch any real cat. "I liked you better before you got old."

Walter's only reply was to slam the door behind him.

* * *

"Repeat offenders." Captain Stacy was the kind of teacher who patrolled his auditorium as he spoke, dutifully swatting the heads of any students who dared be on their phones. "A distressingly high percentage of the criminal population. For many, simply being caught is far from enough to deter them from crime completely. To these people, crime is more than a means to an end. It's addictive. Consuming. It becomes their lifestyle."

Captain Stacy paced right past Peter, sending goosebumps down his arms. Sheesh, even when the dude was teaching, he still held himself like he was walking his beat.

"And it is for this reason that _rehabilitation_ is equally important as _incapacitation_. You could fight crime every day until you die of old age, but you'll have changed nothing unless you change the criminals themselves." Was it Peter's imagination, or was Captain Stacy giving him a meaningful stare?

But before Peter could dwell on this, the bell rang. "Class dismissed." The auditorium emptied itself out abnormally quickly. Midtown High had been eerily empty for Peter's first week of senior year. More and more students were transferring out, either because Magneto's Cyttorak gem revealed them to be mutants or because their families had the crazy idea to move to a school district that didn't suffer daily supervillain attacks.

Of the students that remained, there were Flash and Sha Shan, who were still going steady, Glory and Kong, who Peter was pretty sure were split up at the moment (though really, you'd need a flowchart to keep track), Rand, who had remained broken up with Sally even after her emotional return to America, and then there was MJ. Maybe Peter was reading too far into things, but it seemed like MJ and Gwen were always whispering and giggling with each other, and then they'd get all quiet as soon as Peter drew near. Ugh, girls...

"Peter. Gwen." The two of them froze mere inches from the auditorium door. "A word, please."

Peter and Gwen looked like they'd been caught with their hands in the cookie jar.

"_Do you think your dad heard about the PDA?_" whispered Peter.

"_I told you we weren't being careful enough,_" Gwen whispered back.

"_Hey now, need I remind you which of us was being too noisy,_ _Gwendy?_"

"_...Don't ever call me that again._"

"_Sorry._"

The two of them practically tripped over each other on their way to the podium.

"D-Did you need something, sir?" Peter swallowed in spite of himself.

"I wanted to talk to you about your career," said Captain Stacy, folding his hands behind his back.

"What, my photography?"

Captain Stacy chuckled. "Your other one."

"Oh." It took Peter longer to connect the dots than it really should've. "Uh, what about it? I've been taking a break like you said."

"Well..." Captain Stacy glanced away. "...maybe I was wrong about that. It's clear by now that you plan on being Spider-Man for the rest of your life. This time next year, you'll no doubt have joined the Avengers." Slowly, his eyes locked with Peter's. "Now, I might not have any fancy powers, but think I can relate better than most people. I understand the… _compulsion_ to protect and to serve. I understand how it can take over your life. Keep you from being with the people you care about." His gaze shifted to Gwen.

"Dad..." she said softly.

"But I learned long ago," Captain Stacy continued, "to accept this. I'd never have been able to live with myself working some desk job, even if it meant spending more time with my family. It's not in my nature."

"Dad, you _know_ I don't hold that against you." Something about Gwen's tone made Peter think they'd had this conversation countless times over.

Her father smiled at her. It wasn't an expression Peter saw on him often. It was a bit weary, but sincere. Warm. It brought to mind the way a different father figure had once smiled at his nephew.

"I know you don't, Gwen. And I love you for that." Captain Stacy's gaze returned to Peter. "Be good to her, Peter. You don't find a girl like this every day."

"I love you, too, Dad. Is-" Gwen frowned. "Is everything okay?"

"I'm fine, Gwen. It's just that-" Her father sighed, then reached into his jacket and retrieved what appeared to be a scrap of paper. "Do either of you know what this is?"

"Huh-? Yeah!" Peter recognized it almost instantly. It was a newspaper clipping, and Peter had overheard enough shouting matches to know the headline by heart: _Magic clay tablet holds the secret to immortality._ "They're showing that thing off at the Museum of Natural History, aren't they?"

Captain Stacy gave a slow nod. "That little clay tablet is immeasurably valuable. Scientists have been studying its text for generations. Back in the Forties, one of the world's first superheroes, Namor the Sub-Mariner, claimed it contained a biochemical forumla that ancient Atlantians used to restore their youth." He looked like he could barely articulate the thought without smirking.

"Oh, well, if some buff guy in a speedo says it's true..." Peter returned the smirk.

"It doesn't matter if it's true or not." Captain Stacy laughed, shaking his head. "What matters is that certain people _believe_ it's true, and those people are willing to pay top dollar to get their hands on it. The tablet hasn't been on exhibit in New York for over thirty years. Its owners have been reluctant to display it after it was nearly stolen..." He took a breath. "...by an infamous thief known as 'the Cat Burglar.'"

It felt like Peter's spider-sense was going off in his stomach instead of his head. "Walter Hardy."

Gwen instinctively gave Peter's hand a squeeze. "What, you think he'll try to steal it again? I mean, nobody's that stupid, right? He must be halfway across the globe by now."

"Like I said," Captain Stacy said solemnly, "crime is addictive. The clay tablet fiasco was the greatest failure of Walter's career. Even if he himself doesn't feel the need to even the score..."

Peter's eyes narrowed. "...his daughter might."

* * *

Alarms blared as a shadowed figure sailed down the halls of the Museum of Natural History, a small clay tablet in tow.

"Someone stop that thief!" A gaggle of security guards tailed behind, but the shadowed figure easily outmatched their speed thanks to its lithe, slender frame.

"Sorry, boys," the figure said in a sultry voice, "but it'll take more than that to stop THE VULTURE! BWA HA HA HA HA HA HA HA HA!" The figure sailed past on open window. In the moonlight, shadows that had once seemed curvaceous were revealed to in fact be the ridges of his red, feather-rimmed flying apparatus. "With the power of this tablet at my disposal, I'll be a young man again. _Then_ we'll see if I can't accomplish anything. We'll see how many successes I can put to my name!"

_Thwip_. But the old buzzard's flight was impeded by an anchor of webbing on his legs. "Fair warning, dude, I hear that stuff freezes all the muscles in your face."

"_You again?_" Vulture immediately swooped into our lovable hero, slicing open the webbing and knocking him through the glass into the African exhibit – which had just been repaired from the time Kraven knocked our lovable hero into it.

"Ah, well, guess you're not Black Cat." As he ran his mouth, Spidey hopped to his feet and grabbed some nearby display models to lob at the Vulture. The _Gypaetus barbatus _and _Gyps fulvus _models managed to smack Vulture right in his big, fat, bald head. "Not unless she REALLY let herself go since I last saw her." Or maybe this was actually Walter Hardy inheriting the Vulture mantle from Toomes? _Phht_, Black Cat as the Vulture's daughter? Boy, would _tha__t've_ been stupid.

"The rest of the Sinister Six was right! I _should've_ gone out of my way to kill you!" If it wasn't for his trusty spider-sense, Spidey would've totally forgotten that Vultchy had added laser blasters to his getup. Spider-Man managed to backflip out of the way of the blasts in time, though sadly the _Evarcha culicivora_ model got obliterated.

"Look, Vultch, I know you miss your hair, but you can make the bird motif work without it." Hmm, there were no giant Christmas trees around, so it looked like the Web-Head would have to think up a new way to beat the Vulture. "All you have to do is change your codename to the Bald Ea-"

"_Shut __it__, you __insufferable__ brat!_" The Vulture took one more dramatic swoop at our hero… and ended up face-planting into the massive web Spidey had woven inside the pit next to the _Galeosoma pallidum_ model. The Vulture screamed and flailed with all his elderly might, but another layer of webbing from Spidey kept his stuck tight.

"Ooh, bummer." Spidey perched himself on the wall to inspect his handiwork from above. "But don't feel bad, man. Sure, the Sinister Six rejected you from their latest team, but I hear the Legion of Losers has an opening."

"Thanks for the help, Spider-Man." Looked like the generic security guard guys had arrived to haul Vulture's feathery keister off to jail. Now all Spidey had to do was return that clay tablet to the-

Spider-Man froze. Sprinting up the wall on the opposite side of the museum was a _second_ shadowy figure. And this time, something told Spidey those curves _weren't_ a trick of the light.

"_Cat!_" The acoustics in this place gave Spider-Man's voice more reverb than he'd expected.

Black Cat hesitated only a moment to look down on him. Lo and behold, there was the clay tablet resting in her slimy little paws. She must've snagged it when Vulture dropped it during the battle.

_Finally_. Spider-Man's heart was racing as fast as it ever had. He dove out of the African exhibit to give chase… and he wasn't the only one.

"Freeze, Hardy!" A trio of police officers dashed through the museum's doors and onto the scene, each of them aiming their guns at the feline figure above.

"Get down from there and set the tablet on the ground, Miss Hardy!" The leader of the trio was, naturally, Captain Stacy, with Sergeants Carter and DeWolff flanking him.

Black Cat tried to scurry up to the skylight – using her gloves' claws to climb – but a warning shot from Sergeant Carter made her reconsider.

"What do you even need that thing for?" Spider-Man called out to her. "Getting wrinkles already?" Black Cat's only reply was a scowl.

With a sudden leap, she made it through the open skylight, the police's gunfire missing by mere millimeters. The officers were forced to run for the museum's staircase. But, of course, when you have spider-powers, you put staircases in the same category as VHS and landlines.

Black Cat hadn't even made it to the far end of the roof when our spectacular hero popped out of the skylight and landed across from her.

"I'm surprised at you, Cat." Spider-Man crouched into a fighting stance. "I honestly didn't think you'd be stupid enough to show your face in Manhattan again."

"Out of my way, creep." Black Cat's claws extended from her gloves with an audible _shing_.

"What, no flirtatious banter?" Spidey tried to keep up his usual bounciness, but his voice as undeniably cold. "I appreciate that, actually. No point pretending I'm the least bit interested in you after _what you did_."

"Gosh, I feel _so_ guilty about that." As she spoke, Black Cat slipped the clay tablet into a pouch on her hip. Aside from the added fashion accessory, she looked much the same as Spidey remembered her. The moon wasn't out tonight, but that didn't stop the City That Never Sleeps from being illuminated, giving Spidey a crystal clear view of her. She had on the same white wig, same skintight black jumpsuit with white fuzz trim. But somehow, Blacy Cat's snarling face transformed her getup from seductive to menacing. It almost reminded Spidey of the mutated Kraven.

"Y'know, for a while there I actually thought you had feelings for me." Spider-Man let out a bitter laugh. "But you were manipulating me from the start, weren't you? I'm not an idiot, Cat – I read the papers. I know the mayor's tiger necklace thingy went missing right after you quote-unquote 'helped' me catch the Chameleon."

"Oh, grow up." Black Cat was talking tough, but she was keeping a safe distance from Spider-Man. They both knew which of them would win in a fistfight (Hint: It wasn't the one who didn't have super strength). "Yes, I steal shiny rocks from rich people. Don't you have any dangerous supervillains to be fighting?"

"Well, if that's all you'd done, then, yeah, I'd probably be pestering Tombstone or something right now." Spidey took a breath and forced his fists to stop quivering. "But then you had the nerve to come back and break your dad – a _murderer_ – out of jail _again_ when I wasn't there to stop you. You must've learned all that emotional manipulation from him. He was great at pretending to feel remorse. I bet you two had a real good laugh once my back was turned."

"Ugh, I can't believe I ever liked you!" snapped Cat. "You're a little bundle of self-righteousness, y'know that? My dad made one mistake and now you think you know everything there is to know about him. Getting him to leave jail with me a second time wasn't easy, and it was because _you_ preyed on his guilt!"

"_Oh my God_, you are _literally _a petty thief who broke a convicted murderer out of prison. How could you _possibly_ think you're the good guy here, YOU WALKING FEMME FATALE STEREOTYPE?" Spider-Man had abandoned his fighting stance in favor of digging his wrist into his forehead. "I never should've been so lenient with you. You're a criminal. You're not different from Doctor Octopus just because he's a creepy old fat guy and you're hot young skinny chick." He took a tentative step forward, and, to his surprise, Black Cat cowered.

Then again, it made sense. She was boxed in. Her only hope was either to jump down the skylight or leap off the roof, and either way, Cat was no match for Spider-Man's superhuman speed. They weren't fighting in a room full of security lasers this time, and Spidey wasn't holding back whenever she made goo goo eyes at him anymore. He had this.

"S-Spider-Man! Don't move!"

_That voice…_ Spider-Man spun his head to find himself staring down the barrel of a gun – but oddly enough, that wasn't what startled him. No, what startled him was that his spider-sense _hadn't_ gone off. And, seeing as there were no alien symbiotes in sight, that could only mean, despite all appearances, Spidey wasn't in any actual danger. Whoever was holding that gun had no intention of firing it.

And Spider-Man didn't have to look to know who was holding it. That voice had been burned into his skull for the past year. The Cat Burglar. Walter Hardy. And if he was aiming his gun without setting off Peter's spider-sense, that could only mean Walter was bluffing to protect his daughter.

At least, that's the conclusion a calm, rational person would come to.

"_You think- You think you can come back here after everything you did, and- and point THAT THING at me?_" Spider-Man's fists were quivering again, and this time he didn't have the faintest ability to stop them. It was all he could do to keep from screaming at the top of his lungs like a toddler throwing a tantrum.

Walter may have shaved his head, but Peter could never mistake that face. Walter was even wearing an all-black outfit again, complete with a beanie on his noggin. The same outfit he'd worn in his "Cat Burglar" days. The same outfit he'd worn… last summer. The only change was the modern-looking grappling hook in his hand, no doubt borrowed from his daughter. Walter may have been old, but he'd certainly managed to find his way onto this rooftop with no problems.

"Dad? How did you get here?" Judging from her face, Black Cat was as surprised as Spidey.

"I followed you," Walter said breathlessly. "Why did you come back here, Felicia? How could you do something so stupid?"

"The same reason you came here thirty years ago." Black Cat sheepishly retrieved the clay tablet from her pouch and held it up for her dad to see. "Because if this thing is legit, you can be young again. You won't have to carry a gun anymore. And if it's not, we could at least sell it for a jillion dollars." She gave a feeble laugh, but the other two failed to join in.

"You need help, Felicia." Walter held his pistol with trembling hands. "I only stole when I needed to, not for fun. You're a kleptomaniac."

Black Cat gave an indignant huff. "I didn't do this for fun. I did this for _you_, Dad!"

"Spider-Man, please." But Walter ignored her, instead turning back to the quivering Peter. "Felicia's not as strong as she seems. I- I can't stand the thought of her in prison. Please, let her go. I'll turn myself in again. Just let her go."

Spider-Man stared at him. "That… is a tempting offer." This was a bold-faced lie, actually. Spider-Man didn't have to do a thing this dirtbag said. He and his daughter both deserved to be in jail. Heck, it was probably her father's enabling of her that'd turned Felicia into such a piece of work in the first place.

Then again… if his spider-sense wasn't going off, maybe… maybe Walter really did feel remorse? Maybe he _would_ surrender himself without a fight?

Well, it didn't matter. If it did come to a fight, Spider-Man could defeat, like, at least six supervillains at once. He could take a pair of normies. Sure, maybe Peter was shaking so badly and breathing so heavily that it was throwing him off his game, but so what? This would be a cakewalk. He could do this. In a minute, these two cat-themed weirdos would be webbed up and on their way to prison where they belonged. Uncle Ben's murderer would face justice once again. All would be right with the world.

"_Freeze!_"

The trio of police officers burst through a door onto the rooftop. Even without his spider-sense going off, Spidey found himself flinching. In all the chaos, he'd totally forgotten about those guys.

Capatin Stacy fixed his pistol directly between Walter's eyes. "Put your weapon on the ground and your hands in the air, Hardy. No one has to get-"

Spider-Man's ears exploded. He was so disoriented and- and everything moved so fast that, even in retrospect, he wasn't entirely sure what had happened. Spider-Man's best guess was that Sergeant Carter had fired his gun – presumably a warning shot, seeing as no one got hit – and then Walter got spooked and fired back.

Now, Spider-Man had been in the middle of his fair share of firefights before. Guns no longer frightened him the way they had on his first night out. In fact, Spidey had kind of developed a technique for dealing with them. Basically, if his spider-sense went off, then Spider-Man got the heck out of the way and disarmed his assailant from a safe distance with his web-shooters. But if his spider-sense _didn't_ go off, then Spidey could take a more direct approach.

_Crack_.

Everything had gone white. When the world faded back in, Spider-Man was looming over the crumpled form of Walter Hardy, who was nursing a broken nose and an even more broken gun barrel. For a second, Peter let himself feel relief.

There was a slight problem with his technique, though. Peter's spider-sense only went off if _he_ was in danger.

The shrill shriek of Sergeant DeWolff returned Spider-Man's attention to the far side of the rooftop. Where the trio of police officers had once been, now only two remained standing.

Peter's breathing came to an abrupt stop. He wanted to sprint across the rooftop, wanted to make sure he was okay, but… Peter couldn't move. This wasn't happening. Not today. Not to him.

Not to Gwen's dad.


	31. Plausible Deniability

Peter had never heard Uncle Ben's last words. He'd been too busy waiting at the library, bitching and moaning about his ride being late. Uncle Ben was dead now. Murdered by a petty criminal – the pettiest Peter had ever had the misfortune of meeting – and if Peter had stopped being a bottomless cesspit of self-indulgent angst for two seconds, that petty criminal would be behind bars right now and Uncle Ben would still be alive. Uncle Ben was dead, and Peter could've easily stopped it, and no matter how responsible Peter acted from then on out, no matter how many other people were rescued by Spider-Man, nothing would ever, _ever_ change that fact.

But Peter had at least thought, by being Spider-Man, he could prevent that evil from ever happening again.

For a dazed second, Peter thought the Carnage symbiote had crawled its way onto the museum rooftop. Whatever kind of bullet had been in Hardy's barrel, it'd flown straight through Captain Stacy's bulletproof vest.

From Spider-Man's perspective, the other two officers were moving through molasses. The bullet had traveled far more quickly than any human being could possibly react. At least, any _normal _human being.

"_Captain Stacy!_" Spider-Man was across the rooftop and at the man's side in a heartbeat. His hands were busy spraying the wound with webbing before his brain even realized what they were doing. It was okay, it was okay. Spider-Man had saved Flash and- and countless other people before. He could do this.

"P… Peter." Captain Stacy met his eyes. That was good. He still had some strength left. Dude was tough. And his voice was soft enough to not carry across the rooftop, thankfully.

"I've got you, sir. I've got you." The sound of Peter's own voice startled himself. It hadn't sounded this shaky since… last summer. "We're gonna get you to a hospital."

"_Peter..._" With a start, Peter realized that Captain Stacy was squeezing his hand. He had even managed to sit up a little. See, everything was gonna be okay. Sealing the wound with webbing had really helped. "_Be good to her, __son_."

"Yes, sir." Peter put a hand beneath Captain Stacy's waist. He'd studied first aid in his free time. He knew how to carry injured people. Spider-Man must've rushed hundreds to the ER by now. Easy peasy. Everything was gonna be okay thanks to the most dashing hero on two legs. "Now save your strength, Captain- _Captain Stacy?_"

"_S__he loves you… so… m..._" Captain Stacy had kept his gaze fixed on Peter's mask, but- but something about the man's eyes was changing. They seemed… distant, now.

"_No_. No, no, no, no- You're gonna be okay, sir. Sir, I- I..." Peter's words trailed off. Captain Stacy wasn't squeezing his hand anymore. After a moment, Peter slowly, gently returned him to the ground.

Back on the far side of the rooftop, Black Cat stood, gaping, with her hand over her mouth. "Dad? What- What do we-?"

"I surrender." Without another word, Walter Hardy dropped to his knees and set his weapon on the ground. There was a _clack_ as the pistol hit the pavement, followed by a second _clack_ as the ammunition clattered at its side.

"Walter Hardy." Nonetheless, Sergeant DeWolff kept her own weapon trained at his forehead. She took a tentative step forward. "You have the right to-"

_Crack_. Something fast and red collided with Walter's gut.

"_Why?_" _Crack_. Peter's other fist found its way into Walter's chest. "_Why do you DO this to people? WHY?_" _Crack. _And a third time. "_Look me in the eyes and answer me, dammit!_" _Crack_.

Sergeant DeWolff started to run towards them, but Sergeant Carter held out an arm to stop her.

_Crack_. "_Answer me! Is it for an old piece of clay? For a stupid CAR?_"

If you'd asked him in that moment, Peter would've sworn to God he was still wearing the Venom symbiote. He could hear its voice loud and clear in his ears. By now, Walter Hardy was nothing but a misshapen, sniveling old man hobbled over on the pavement. Frankly, he was lucky Peter was restraining himself as much as he was, or else Walter would be nothing but a smear of blood and goo right now.

Peter raised his fist one final time. "_Answer me-!_" But before it could collide with its target, his spider-sense went off and Spider-Man found himself dodging a claw-swipe.

"_Don't you touch him!_" Now there was a snarling, hissing Black Cat standing between the criminal and justice.

"What is _wrong_ with you?" Spider-Man would've been screaming at the top of his lungs if his throat wasn't so hoarse. "You're _still _defending him?"

"He made a mistake!" Cat spat back at him. "He was trying to protect me. This is _my _responsibility, not his." She bowed her head slightly, though her guard didn't drop for a second. "I owe my dad. I owe him more than you'll ever know. I'll do whatever it takes to protect him." She took a breath, then raised her head again, meeting Spider-Man's scowl. "I knew you weren't as high and mighty as you pretended. I knew you'd be out for my dad's blood someday. That's why I brought myself a little insurance..." As she spoke, Black Vat reached for the pouch on her hip. "...Peter Parker."

DeWolff and Carter had naturally assumed Cat was going for a weapon, but they dropped their guard once they realized what was really in Cat's hand – a photograph. Spider-Man couldn't quite make it out from across the moonlit rooftop, but three guesses as to what it was. Oh, this day kept getting better and better…

"The kid who takes my pictures for the Bugle?" Peter tried his best to sound innocent. He really did. "They debunked that months ago. Don't you read Snopes? Parker was just-"

"-wearing a Halloween costume, I know." Black Cat gave a wry smile. "Sorry, kid, didn't fool me for a second. I went as myself for Halloween, too."

"Oh, for the love of-"

"And this pic here? Not from Halloween." Cat tossed the picture to Spider-Man, who caught it in midair.

Now that he could see it close up, Peter took a good, long look. Watching Captain Stacy hit the ground had been the most horrific thing he'd witnessed today, but this picture was a distant second.

"If it makes you feel any better, it's not the _worst _thing I've photographed people doing in their bedroom..."

What Peter had here was, naturally, a photo of a half-dressed Spider-Man hanging on the wall of Peter Parker's bedroom. His mask had been tossed to the floor so that Peter could drink a canned soda unimpeded. And in case there was any doubt as to whether the grinning moron pictured here really was Spider-Man, he was also firing a web-shooter at the wastepaper basket. Oh, yeah, now Peter remembered this. He'd been super tired from a night of web-swinging, and the trashcan had seemed awfully far away.

"There's plenty more where that came from on my hard drive, Parker." As she spoke, Black Cat moved towards her father. "I basically followed you around with a camera for a night."

Peter found himself crumpling the photo into a ball. His cheeks were growing hot. How could he have been so _reckless?_ He'd always thought climbing into his bedroom window at night might be risky, but he'd figured it was fine so long as his spider-sense didn't go off. He'd never counted on the supervillain being armed with a _camera_.

"You really showed your hand with the way you treated my father." Said father was in far too much pain to protest as Black Cat heaved him over her shoulder. "Between your hate-boner for him and the big, buff spider-villain calling you out on the news, it didn't exactly take Reed Richards to figure out you're the Parker kid."

From behind Peter, a feminine voice said, "That… does make sense..." _No_, Peter had completely forgotten, there were police officers here, too. This couldn't be happening. DeWolff couldn't find out Peter was Spider-Man. She _hated _Spider-Man!

"It's disappointing, honestly. You went from being a rugged mystery man to a dorky teenager in one fell swoop. But now that I've got your web-shooters in my purse… here's the deal, jailbait." From her face, you'd think Felicia had just had a canary for lunch. "If my dad or I get arrested, I'll give the police this SD card full of incriminating photos of you, and then I'll direct them to my hideout where the rest are stashed. Of course, you could cut the knot by simply killing me, but we both know how you feel about murderers." She retrieved the aforementioned card from her pouch and waved it around. "So if you want to keep your secret identity, your best bet is to web up these officers and let my dad and me escape." She pursed her lips. "It won't be very heroic of you, but I'd _hate_ to think what would happen to your aunt if Tombstone caught wind of these photos."

He couldn't breathe. Peter couldn't breathe. The whole world felt so… surreal. Like everything that'd happened since the spider-bite had all been one big, wacky dream, and he was fixing to wake up any second now. His secret identity had always felt so untouchable. Even when Venom had been accusing him, Peter at least had some wiggle room for an alibi. But now… Well, Peter hated to admit it, but Black Cat had a point. Behind his mask, Peter's eyes traveled from the still form of Captain Stacy to the pair of officers gaping at him.

"So what's it gonna be, Peter?" Despite her father's groans, Black Cat retrieved the grappling hook from his belt. "Are you going to compromise your precious morals for once in your life, or are you going to put your loved ones in danger?" She aimed it at a faroff building. "We both know there's really no choice."

Peter bowed his head. "You're right, Cat," he said, hoarse. "There's no choice."

* * *

By midnight, a veritable galaxy of police cars had surrounded the Museum of Natural History. Police officers swarmed the building from every angle amidst an ocean of howling sirens. And then suddenly, amidst the chaos, the officers let out startled cries as a pair of humanoid figures tumbled down from the museum's roof. Instead of completing their course to the ground, however, the figures ended up strung upside down from a lamppost. Upon closer inspection, they turned out to be a pair of unfortunate people, a man and a woman, wrapped tightly in web-cocoons.

A couple officers yelled out and shined their flashlights on the wall of the museum. A red and blue figure was hanging off of it, gazing down at the crowd below.

"Officers," said Spider-Man, "I caught some criminals. A murderer and his accomplice. Justice is served." Gently, Spider-Man dangled down a web-pouch housing a perfectly intact clay tablet.

And then, with a _thwip_, he swung off, doing his best to drown out Black Cat's shrieks of, "_Spider-Man is Peter Parker! Spider-Man is Peter Parker! I have proof! I have pictures! I have __it on video__! He's Peter Parker!_"

* * *

Sergeant DeWolff had had a long day. The kind of day even a strong cup of coffee couldn't fix. On top of- of _everything else _that'd just happened, now she and a half dozen other officers were diligently freeing a pair of criminals from a cocoon of gray goop via some firefighter's bolt cutters. This had become a distressingly common occurrence in Manhattan.

But, usually, when this kind of thing happened… they had Captain Stacy there to direct them. DeWolff buried her eyes. That name alone was enough to give her a migraine.

And now, on top of everything else, they had to force Hardy's crazed daughter into handcuffs as she flailed and shrieked, "_Spider-Man__ is __Peter Parker__! Venom was right! I have proof! It's in my bag!_"

At this last part, DeWolff snapped to attention. She stepped towards the woman. "Show me."

The young Miss Hardy's face perked up at this. "It's- It's in the bag. You were on the roof with us, right? You heard everything."

DeWolff stuck a hand into the girl's hip-pouch. There was, indeed, a small computer card in there. DeWolff retrieved it and held it up for the gathered NYPD to see. She met the eyes of every last officer and firefighter present. They gave an almost simultaneous nod.

And then DeWolff let the SD card fall to the ground. There was a _crunch_ as it smashed beneath her boot.

Honestly, DeWolff wished Spider-Man had stuck around to see the look on the Cat's face. "_What? The- The card-!_"

"What card?" asked DeWolff. "Now _get in there, cop-killer_."

And with that, Felicia Hardy was shoved into the back of the van. Her cries of "Spider-Man is Peter Parker!" were replaced with cries of, "_You pigs! When my lawyer hears about-!_" She was cut off by the doors slamming shut.

DeWolff found herself giving a bitter smile. Captain Stacy would've gotten a kick out of that. It was only too bad that Spider-Man hadn't heard any of it. Poor kid probably thought the police would be knocking on his doorstep any minute. Maybe she ought to stop by the Parker household, just to make sure they were safe…

Heh, look at her. Yesterday, DeWolff had been an avid _Bugle_ reader, and now here she was defending the vigilante himself. The truth was, DeWolff had always assumed Spider-Man was a fellow officer or maybe a discharged soldier. Someone old enough to know better. But now she'd finally learned the truth – Spider-Man was just a kid. A kid who was only trying to help.

"Ha! Priceless!" But DeWolff wasn't the only one amused at the situation. Sergeant Carter was howling with laughter – a bit louder than was completely professional, to be frank.

At this, DeWolff found her face hardening. "You won't be laughing much longer, Stan. I have to report you."

_That _wiped the smirk off his face. "For what?"

"You know _damn well _for what!" DeWolff honestly had to stop herself from grabbing him by the collar. "Warning shots are against policy."

"The suspect was armed!"

"You provoked him! We both know a man like Walter Hardy wouldn't kill unless he absolutely had to." DeWolff forced herself to take a steadying breath. "I'm sorry, Stan, but I have to do right by George. Even if it means your badge."

"I..." Carter failed to meet her eyes. "I understand, Jean."

* * *

The police van hadn't left yet, and so Walter had nothing to do but sniffle and sputter alone in its closed-off back area. Felicia was, apparently, being held in a separate van. The NYPD must have worried that between the two cat burglars, they could figure out a way to escape.

But Walter had no interest in escaping. Felicia could have fled on her own, but instead she'd chosen to stay and gotten herself captured protecting her father. Felicia's loyalty was astounding. Walter was only alive right now because Felicia had stopped Spider-Man's assault.

Walter wished she hadn't.

"God… please…" Walter fell to his knees, doing his best to hold his hands together despite the cuffs. "Forgive me, Lord."

For a moment, there was no answer.

And then a cold, raspy voice said, "He can't help you anymore, Walter."

Walter stumbled backwards, crying out for the officers, but nobody came. The back of the police van was filling with thick, neon green fog at a dizzying rate. Within seconds, Walter felt like he was floating in a featureless void. Alone.

Until a shadowy figure emerged.

"W-Who are you-?"

"Your sins are overpowering, Walter." The figure was drawing closer… and closer… "I've hungered for so long. I can smell them. I can _taste_ them..."

Walter screamed one final time, and then all was quiet.

A moment later, the police burst into the back of the vehicle, guns aimed and ready, but all they discovered was an empty van and a cold body.

* * *

Head pounding. Vision blurry. Arms ready to fall off. Peter hadn't even been hit once tonight, and he was hurting more than he'd ever hurt in his last battle with the Sinister Six.

Peter climbed through the window and collapsed onto the floor, throwing his mask aside carelessly. On sheer impulse, he checked to make sure no one had spied on him. Not that it even mattered anymore. Black Cat had already done the deed. Tomorrow morning, Spider-Man's real face would be plastered across every news outlet. Peter shuddered to picture Jameson's reaction when he learned the truth. How could Peter have let this happen?

No, no, it wasn't his fault. Black Cat was no doubt a pro voyeur. She must've blackmailed hundreds of people before. Peter was tempted to call her a few choice words in his head, but he knew better than that. Black Cat wasn't evil the way most of his rogues gallery was. She was just… blindly loyal to her dad. A kleptomaniac. Probably several other serious issues Peter should've picked up on sooner. Heck, he should've picked up on them the instant he noticed she was stealing a space alien while wearing a fetish suit.

The sudden tune of _The Itsy-Bitsy Spider_ made Peter jump. Despite his aching muscles, he frantically fished his cell phone out of his utility belt.

Were the Avengers and X-Men finally returning his calls? Peter checked the screen… and his heart sank. No, no, it wasn't the Avengers or X-Men. They could've all been abducted by an omnipotent alien and forced to fight to the death for its amusement for all Peter knew. By the time he could get a hold of the other heroes, Peter's secret identity would've already hit the presses… and reached Tombstone's pasty ears.

No, what was currently on the screen was one of several dozen texts Gwen had sent within the past hour. Some of them were novels, but this one merely read, _Are you__ ok? Dads not answering either. Whats going on? News said there were gunshots. Pls text me back. I love you._

Peter stared at it for longer than he'd meant to. What should he say? What _could _he say? Peter couldn't even bring himself to _think_ about tonight. Gwen's life was in danger again, but this time he'd _put _it in danger – all because he couldn't stand the thought of Walter Hardy walking free a second longer. All because Peter had assumed the other superheroes would be at his beck and call. But they weren't here to bail him out. Not this time.

At least Aunt May was asleep. Peter envied her, but he couldn't allow himself any rest. Not now. He'd put May's life in danger, too, and she didn't even have the faintest clue that Peter was Spider-Man. How could Peter have been so unfair to her for over a year?

Peter wiped his eyes, forcing himself to take a deep breath. It was time to man up. Time to come clean. If Tombstone's hitmen were about to show up on their doorstep, Aunt May deserved to know. Maybe the police could take her into protective custody or something. Peter owed her that much.

With great power comes great responsibility.

Peter's eyes traveled towards the framed photo of Uncle Ben on his bedstand… but on their way there, they got distracted and instead darted towards something underneath it – a vial of yellow-green liquid, glued to the wall with the doesn't-dissolve-after-an-hour type of webbing. The gene cleanser. Most of Peter's supply had been exhausted in his last battle with Kraven, but Peter had made sure to keep exactly one spare in reserve. Y'know. For emergencies.

Peter's once-foggy brain was now operating at full capacity. Wait a tick. If Peter could _prove_ to the police that he didn't have any superhuman powers, then they'd have no _reason_ to release that info to the press, would they? Peter could throw out all his web-fluid and whip up a much weaker batch, and then he'd tell the police that he was a science geek and he'd made the web-shooters for a cosplay. And besides, the _real _Spider-Man had _organic _webbing. Peter knew that for a fact because he'd photographed the Web-Head up close so many times.

Yes, yes, it was all coming together. The plan hadn't even been in Peter's head for a minute, and already he was peeling the vial out of its webbing. Sure, losing his powers would suck, but Peter would be keeping his loved ones safe. And there were plenty of other superheroes in Manhattan, right? They could pick up the slack.

This- This was the responsible thing to do, wasn't it? Peter thought back to the last time he'd been in this situation, almost exactly a year ago. What had Peter even been so angsty about back then? Missing curfew? Boy, things sure had changed.

Peter uncorked the vial and brought it to his lips. His hand trembled in spite of himself. Maybe… Maybe if he'd just quit introspecting and drunk the darn thing back then… None of this would've happened in the first place.

Peter's eyes finally finished their journey to Ben's picture frame. Then they squeezed shut. "Sorry, Ben… but for Peter Parker to live, Spider-Man has to die."

And then Peter downed the gene cleanser in one swig.

"_Hrrkohgod-!_" His first impulse, of course, was to puke it back out. The stuff had been lying around his bedroom for who knew how long. It tasted _rancid_. But if it meant protecting his loved ones, Peter could deal with rancid.

What he couldn't deal with was the sudden, searing, ungodly pain in the sides of his chest.

"_Hrrrrrrrrrrngh._" Peter was forced to bite his tongue to keep from shrieking. He tasted blood. And the next thing Peter knew, he was sprawled out on the carpet, clawing at his sides like a wild animal. He'd dealt with intense pain before, but nothing like this. It felt like he was getting a massage from Wolverine… _from the inside._

_Poison. Poison_. Peter managed to gather his thoughts long enough to form that word. _God_, how could he keep being such an _idiot?_ Had he just drunk a chemical formula that'd been sitting around in room temperature, well outside laboratory conditions, for _months?_ Stupid, stupid, _stupid._

Peter's teeth clamped even harder on his tongue. The pain had grown so bad, he couldn't even think anymore. The last thing Peter remembered was the sound of his phone going off again as the world around him grew a blinding white…

_The itsy-bitsy spider climbed up the water spout. _

_Down came the rain and…_

_..._

_..._

… "_-eter?_"

… "_Peter?_ Peter?"

_Thump thump thump thump_.

Someone was knocking on his door. That voice… That was… Aunt May…

_May. Tombstone's hitmen_. How long had Peter been out?

He sprung upright. Sunlight was peeking in through his window. _No_. He'd wasted the whole night! Peter had to act fast. Had to-

"Peter, dear," came Aunt May's uncharacteristically somber voice from behind the door, "we need to talk. There's a police officer here, but- but it's okay. You're not in trouble. And Gwen's here, too. Have you gotten her texts, Peter? Peter?"

Peter couldn't respond. His mouth was too dry. And, more importantly, he was too busy staring at himself in his bedroom mirror. This was a dream. Someone please tell him everything since last night had all been one big, crazy fever dream. This wasn't real. It- It wasn't.

Peter brought a hand to his mouth. Then, purely on muscle memory, he brought a second hand to his mouth.

And then a third hand. And then a fourth, and a fifth, and a sixth.

* * *

_**Next chapter: **_**The Six-Arms Saga!**


	32. Armed Assault

May Parker had wanted a child for as long as she could remember. She and Ben had continued their attempts long after the doctors told them to give up hope. They'd spent money they hadn't had on dim promises and unproven treatments. In the end, it hadn't happened. May Parker was not a mother.

But… But then Peter came into their life, and May cooked his meals and did his laundry and hugged him tight every time he came home crying from elementary school. So May was a lot like a mother.

But sometimes, when she woke up at night in a cold sweat, the imagined roars of police sirens still ringing in her ears, May couldn't resist asking herself… What if she wasn't _supposed_ to be a mother? What if, no matter how hard she tried, May's attempts would always end in failure because… because she wasn't intended for it?

A mother wouldn't lose her nerve in front of her child. A mother would've been the one consoling her sobbing son about Ben's death, not the other way around. Mothers were strong. But Aunt May? She'd never felt weaker. The instant those terrible words had left the officer's mouth this morning, May had worried her heart would give out again.

Oh, listen to her. Here May was, struggling to compose herself when she'd barely even known George Stacy. How must Peter feel? George had been a teacher and a mentor to Peter. After Ben passed away, that was something Peter had needed badly. And May could hardly even bring herself to think about how Gwen must be feeling.

Why was this happening? What had changed about the world that had made people these days think it was okay to put on strange costumes and run around causing anarchy?

But May couldn't let herself dwell on it. Right now, she needed to be with her… nephew. "Peter, dear-" She gave his bedroom door a feeble knock. "-we need to talk. There's a police officer here, but- but it's okay. You're not in trouble. And Gwen's here, too. Have you gotten her texts, Peter? Peter?"

For a moment, there was no answer. Had May said the wrong thing? She'd tried her best not to startle the poor boy. But then a hoarse voice called out, "It's unlocked."

May cautiously entered the room, followed by Sergeant DeWolff. The moment they were inside, May gave a start. Peter's bedroom was a mess, and the poor boy was wrapped so tightly in his bed covers that it looked like his head was poking out from a massive cocoon.

"Peter? You look sick!" May started to run to his bedside.

"No, no, I'm okay!" Peter said hurriedly. "I just… got Gwen's texts. I don't know what to say." He turned his head towards DeWolff, though somehow, he didn't seem too eager to talk to her. "So, uh, I was reading the news on my phone. What exactly did Black Cat, um…?"

"Seems she's one of those conspiracy theorists who think Venom was telling the truth about you being Spider-Man." Was it May's imagination, or was DeWolff somewhat amused by her own words? "But all her 'proof' was bogus. Complete bunk."

"_Really?_" Peter's voice broke. He hurriedly cleared his throat, then said, "I mean, yeah, of course it was. Obviously. I've got a cospl- err, Halloween costume that I, y'know, was working on for next Halloween, and Cat must've-"

(Of course, what May couldn't notice from her perspective was DeWolff giving Peter a reassuring wink.)

"There are all sorts of those weirdos online," DeWolff continued. "You know there are forums where people have spent months trying to 'prove' Venom right?" She locked eyes with him. "Peter, maybe it's time for this career of yours – taking pictures of Spider-Man and- and _everything els__e _– to come to an end. If you keep associating yourself with Spider-Man, one of these days, someone's going to dox you, and some maniac will show up at your doorstep. It's too dangerous."

"Yeah, I know that." Peter bowed his head so that all that was visible of him was his messy brown hair. "Don't worry, I'm the Bugle's web designer now, too. I don't have to take pictures anymore."

"That's good to hear. Don't hesitate to call the police if there's trouble, kid." And with that, DeWolff exited the bedroom, leaving May alone with her nephew.

"Peter?" May said gently. "Do… Do you want to talk about what's happened? Gwen is downstairs. I can ask if she wants to see you."

"That's alright, Aunt May." Despite everything, Peter gave her a reassuring smile. "I just need some sleep right now. There's a lot to process."

"I understand, dear. Don't worry about school today. Take all the time you need to rest." Reluctantly, May went for the door. "I love you."

"Love you, too."

* * *

The moment his bedroom door was shut, the reassuring smile vanished. Finally, his arms were killing him! Peter flung the blankets off and bolted for the doorknob. He locked it with one hand, scratched himself with another hand, hugged himself with two hands, adjusting his pants with another hand, and retrieved his web-shooters from their hiding spot in the laundry basket with his final hand.

It was official – Peter's life was written by Kafka. Thank God, Aunt May hadn't tried to hug him. Peter couldn't have kept his arms still for much longer. This was, without a shadow of a doubt, the most surreal sensation he'd ever experienced. Peter wiggled all thirty of his fingers at once. He wasn't sure if it made him want to faint or throw up. Probably both.

There were a million thoughts going through Peter's head. The news was saying Walter Hardy had been found dead in the police van. There hadn't been a coroner report yet, but most likely he'd found a way to take his own life. Looked like Walter _had_ felt guilty after all. Death was never a happy subject, but Peter couldn't deny he felt relieved that Walter would never be able to hurt anyone ever again.

And Black Cat had been taken to a women's psychiatric care facility. All Peter could say to that was, "Good."

Peter forced himself to take a steadying breath. He'd done the right thing. Except for, y'know, the part where he had six arms now. It hadn't escaped Peter that everything would've worked itself out if he just hadn't drunk that stupid gene cleanser.

And to top it all off, the sides of Peter's costume were ripped to shreds by the extra arms. Peter absently retrieved his mask from its hiding spot and found himself picking it up with two more hands than necessary. He could wear the extra gloves from his spare costumes, but it looked like Peter would be showing off his manly arms for the time being – all six of them. At least it hadn't gotten freezing cold outside yet.

Once his mask was over his face, Spider-Man opened up his bedroom window. He hesitated. Where was he gonna go? What was he gonna do? Well, the easiest solution to this mess would be to grab himself some proper gene cleanser that hadn't been sitting around his bedroom for months at room temperature. And there was only one place to get that…

* * *

In the early hours of the morning, the ESU laboratory contained only two people.

"So, little lady..." Dr. Warren's breath felt hot on Debra Whitman's neck. "I hear you're in need of a recommendation letter."

"T-That's right, sir." Debra's body had gone taut.

"Mmm." Warren noisily wet his lips. "Well, I'd be happy to consider writing it for you… but what would I get in ret-?"

He was cut off by Debra's screams. Warren instinctively grabbed her wrist, but then he realized the source of her fear was actually something behind him. Warren spun around to look up at the skylight. Descending through it was what could only be described as a slightly more anatomically accurate Spider-Man.

Warren turned back to Debra, his grip on her wrist tightening. "Get out. Don't tell anyone about this."

"Yes, sir!" The moment her arm was freed, Debra scurried out the room.

With her gone, Warren turned towards Spider-Man, folding his own two arms calmly behind his back. "Spider-Man, I presume? Can I help you?"

"Yeah, I was looking for a good acne remedy- _I have six arms, YES you can help me!_" Spider-Man descended to the floor on a strand of webbing, shaking three or four fists as he went. Normally, Spidey's innate sense of superheroic altruism would've caused him more concern for Debra, but he was a little distracted at the moment. All the extra blood in his arms must've been taken from his brain.

"Hmm. That is fascinating." Miles walked up close so he could observe the arms wriggling. "What did you do to yourself?"

Spider-Man hesitated, then reluctantly admitted, "I drank a bad batch of gene cleanser."

Warren raised an eyebrow. "Trying to remove your powers?"

"I screwed up, okay? Don't stress the details." Spidey hopped over to the table behind Warren, frantically searching for any vials of yellow liquid. "I need some good gene cleanser to fix this. And if it removes my powers, then that's the price I have to pay for my stupidity." Why did he have to go and shoot himself in the foot like this? Spider-Man was _this close_ to being an Avenger.

"My boy," said Dr. Warren, "if you drank a dose of gene cleanser that made your mutation _worse_, then I'm afraid a second dosage won't help you."

Spider-Man froze, then spun towards him. "What do you mean?"

"Dr. Connors's formula was far from perfect, Spider-Man. In fact, it was so slipshod, I'd almost believe it was concocted in a single night."

Now Peter's cheeks were as red as his mask. The giant lizard trying to kill everyone might've hurried the process along…

"I was in the middle of analyzing and experimenting with the formula when the cleansers were stolen. I'd wondered who our thief could be." Warren smiled to himself. "I'm afraid you picked the short straw, Spider-Man. What you drank wasn't a gene cleanser, but a gene _aggressor_. A mutagen."

Spidey's heart skipped a beat. "You- You mean…?"

"I'm afraid so." Warren bowed his head, then said, "Given enough time, you will become like Morbius and Jameson before you. You will become a… Man-Spider, I suppose."

"_No._ But why can't I just drink some more gene cleanser and-?"

"Well, first off, you already stole all of mine, and second off, your preexisting superpowers have likely aggravated the mutation. You'll need a far stronger formula to overcome its effects." Warren scratched his chin. "I believe I can help you, Spider-Man… if you'll allow me to analyze you."

* * *

Okay, Spider-Man knew a thing or two about secret evil villain lairs. This hidden laboratory located beneath an abandoned police station? It _screamed_ "secret evil villain lair."

"Uh, why the secret lab…?" Spidey asked as he and Warren exited the elevator.

"There are those who might wish to use ESU's more…" Dr. Warren hesitated. "..._hazardous_ inventions for their own purposes. This lab is simply a precaution to keep ESU's assets safe. We're working entirely within the law, I assure you. We own this police station. We're paying our taxes."

"Uh huh." When it came to upholding the law, tax collection wasn't exactly Spider-Man's forte, so, err, guess he had to trust Warren on that point. Not really much choice, what with his four surplus arms still wriggling around.

Every so often, a sharp pain would rock Spidey's chest. He kept expecting himself to turn into Man-Spider any second now. Ugh, he almost wished Dr. Warren had let that be a surprise just to spare him the dread.

"The blood sample you've given me is more than adequate." Warren patted the crimson-filled syringe inside his coat pocket. "But I'm afraid, to see how far along this mutagen has progressed, I'll also require a scan of your neurological structure." He gestured to a machine resting nearby. It was a giant metal tube with a small hospital mattress inside it. It was basically an MRI machine, but with that trademark ESU sleekness.

"Hey, dude?" Spidey sighed, then said, "We're gonna have to use the superhero honor code here. If you get all this medical info from me, you've gotta promise not to use it to find out my secret identity."

A small smirk crossed Warren's lips. "That would be exceedingly ungrateful of me, Spider-Man, seeing as you saved my life from Morbius and the Man-Wolf. If you'd gone to the press, my career would've been over."

"Good point." Spidey had no choice but to trust Warren. It'd be even easier for people to piece together the Web-Head's secret ID if he and his pet photographer became octopeds at the exact same time (Peter had the mental image of himself waltzing into the Daily Bugle in a six-armed tailored suit, sitting down at his computer, then turning to a slack-jawed Jameson and saying, "What? Is there something on my face?")

Without further ado, Spider-Man laid himself down on the mattress. "You, uh, don't need me to take off my mask, do you?"

Warren shook his head. "Something so thin won't get in the way. Now sit still, please."

"Cool." Spidey made an effort not to squirm as the mattress slid back into the metal tube with a gentle _whirr_. He made it two seconds before he had to run his mouth again. "So, uh, don't I get to watch a movie or something?"

Warren chuckled. "It won't take that long."

Well, that was good to hear. Spidey wasn't sure he could keep all his arms still for much longer, and besides, he was a little impatient to get this over with. Turning into a giant Man-Spider was _not_ on his bucket list.

Spider-Man focused on relaxing his muscles. He shut his eyes…

...and the process was over before he knew it. The tube slid back out, and Spidey was finally allowed to flex all of his brand-new muscles.

"So how'd it go?" The anxiety in his voice was more transparent than Spidey would've liked.

"It's..." Dr. Warren typed something into a keyboard on the side of the machine. Whatever the monitor displayed, it made him look distinctly grave. "...more complicated than I'd expected. The truth is, Spider-Man, gene mutation was Dr. Connors's specialty, not mine. If he was here, Connors could whip up a cure in a manner of minutes, but it could take _me_ all day. You'll have become the Man-Spider by then."

"_No_." Aw, man, Spidey could already feel his insides turning all spidery. Well, that or he was getting an ulcer. He didn't have this kind of time. "There's gotta be a way! But it's not like Connors could just-" Lightbulb. "-teleport here... I'll be right back, doc!"

"Spider-Man?" By the time Dr. Warren glanced up from the monitor, the Web-Head had already crawled back up the skylight.

* * *

Wolverine was famous for his claws, but what most people didn't realize was that he actually had a bigger, more important power. The claws had gotten Logan far in life – or at least, he assumed they did; he didn't have the greatest memory – but he'd have gotten nowhere without his healing factor. You see, Logan's X-Gene granted him the ability to immediately heal any injury that could possibly be dished out to him. He could recover from _everything_.

_Bang, bang, bang, bang, bang._

Except headaches.

"Hey! Hey, someone get the door!" After several minutes of unbroken knocking, Logan finally broke down and stood up from the kitchen table. A whole mansion full of kids with weird powers, and not one of them could work a doorknob? Logan tossed down his newspaper, extinguished his cigar on his palm, and shambled towards the entrance hall.

"Whatta ya want?" Swear to God, if Logan opened this door to find another annoying, stupid-looking teenager-

"Hey, there. You must be Wolverine outta costume. The smell gives it away."

Logan had never seen the face underneath that Spider-Man mask, and yet he was certain it was the most punchable one on the planet.

His eyes fell on Spider-Man's arms, which could only be described as… numerous. "I don't even wanna know, kid." He ushered Spidey inside without further question.

* * *

Sheesh, Spider-Man thought having six-arms would make it hard to keep a secret identity. He couldn't imagine how he'd keep it secret if he was a short, hairy midget with messy dark hair in the exact shape of those black pointy things on Wolverine's mask. It was a wonder the dude bothered with a costume at all.

"So, err, you guys don't happen to have a mutant with, like, arm-removal powers, do you?"

"Sure we do." _Snikt._ "Hold still"

"Uh, thanks but no thanks." Spider-Man couldn't help but linger on the trio of metal knives poking out between Wolverine's bare knuckles. Turned out they weren't merely a part of his gloves after all. "I'll just, err, see if there's a serum I can drink or-"

"No, no, it's not a problem at all, kid. In fact, I insist."

'Ha _ha_." The two of them continued down the hall. "Actually, I was looking for Nightcrawler. There's a scientist who can help me, but he's all the way in Florida right now, and I don't have much time..."

"Kurt's off on some X-Men mission right now," said Wolverine. "That or he's at the mall. Can never tell with him… But you'd have better luck talkin' to Hank."

"Hank?" Spider-Man blinked. "Who's Hank?"

* * *

"This is a most fascinating predicament you've found yourself in, Spider-Man."

As it turned out, "Hank" was the real name of the Beast. There was no point trying to keep a secret identity when you're covered in blue hair, Spidey supposed, so "Beast" and "Hank" were used interchangeably. To be honest, though, there were way too many X-Men for Spidey to bother keeping track of all their names. Calling the guy "Beast" was more… intuitive.

"It's quite the parallel to my own experience trying to remove the deformities caused by my X-Gene..." When he wasn't adventuring with the X-Men, Beast apparently wore a plain suit-and-tie – Well, plain except for being tailored to his enlarged forearms. Poor guy… Spider-Man had been embarrassed enough swinging around in broad daylight with six arms. He couldn't imagine what it must be like to live life covered in blue fur. The time spent on grooming alone...

Spidey had to admit, it felt nice to be in a building where nobody stared at you no matter how many arms you had. Heck, Spider-Man had passed one mutant kid with _twelve_ arms. Still, in Spidey's case, the extra arms had come from a science accident. They weren't something he was born with, and they sure as heck weren't something he was proud of.

"Unfortunately, Spider-Man, considering that all I ever accomplished was making my mutation more severe, I'm afraid I won't be of much help to you." Beast gave Spidey a sad smile.

The two of them were in an empty classroom, filled with sunlight from the open windows. Peter had been gone for a while now. He hoped Aunt May and Gwen still thought he was asleep.

"It's okay, man," said the Web-Head. "All I need is a way to meet with Dr. Connors, quick. He can get me straightened out." Hopefully before the Man-Spider could make his triumphant debut.

"Ah, yes, Dr. Connors." At this, Beast's face fell. "His work was instrumental to my own, and so I've kept careful tabs on the man, but I'm afraid that, if he's the only one who can help you, there may be a… further complication." He reached into his jacket pocket and retrieved a phone (specially modified to fit his enlarged fingers). "You see, lately, Dr. Connors was reported missing by his family."

He pulled up a news video depicting what appeared to be shaky cellphone footage of the Everglades at nightfall. As the camera panned towards the tall grass, a reporter announced, "Are the people of southern Florida safe? Over the past week, multiple park rangers have all reported the same thing..."

Suddenly, something sped through the grass. Something big.

"Monster sightings."

Peter's heart was thumping in his chest. Seriously? _Seriously?_ The snowball _still_ wasn't done rolling?

"I was one of the few colleagues Connors trusted enough to confide in about the Lizard ordeal." Beast bowed his head. "He thought it could help me with my own mutation issues. I've wanted to go look for Connors, of course, but the X-Men have other responsibilities. There are so many young mutants that need to be saved from the Brotherhood…"

"But- But there's no more gene cleanser left!" Spider-Man stammered. Three of his arms were starting to twitch with panic. "And now you're telling me it might not even be permanent? You think Connors's cleanser wore off after a while?"

This couldn't be happening. Peter had thought that for him to live, Spider-Man had to die, but now it looked like both Peter _and_ Spider-Man were going to die so that the _Man-Spider_ could live. And the poor Connors family! Were Martha and Billy safe? They must've been caught completely off guard.

"Spider-Man, please, take a deep breath." Beast placed his hands on Spidey's shoulders (Spidey, err, still only had two of those. The other arms kinda popped out of his torso). "The X-Men want to help you, but we can't right now. Time is of the essence. You can use the X-Jet's autopilot to get to Florida is a matter of hours, and you can take any of my chemistry supplies you may need." He met Peter's eyes behind the mask. "You saved Connors once, Spider-Man. I know you can do it again."

"Yeah, but- but this time Connors can't even give me any help!" said Spider-Man. "If he really has turned back into the Lizard, I'll have no way to communicate with him." And that wasn't even mentioning that the "Man-Spider" clock was ticking. "He'll be a mindless animal."

Suddenly, Spidey jolted. Something warm and fuzzy was rubbing against his leg. For a second, Spider-Man thought Beast was getting a little _too_ comforting towards him, but then he realized it was only a tabby cat.

Wait. Was it Spidey's imagination, or did that cat look vaguely familiar?

"Gee," said a voice from the classroom doorway, "if only you had some way to talk to animals."


	33. Disarmament

Gwen had been thinking about orphans lately. Peter was an orphan. Eddie was an orphan. They'd been Gwen's best friends since they were little. She'd seen the impact it'd had on them growing up. It kept Gwen up at night. Getting kidnapped by supervillains had been nowhere near as unpleasant as that bubbling sense of dread in Gwen's stomach every time her dad came home half an hour late.

_Her dad_.

The pain rocked Gwen's chest again, and she had to turn over under the covers. Gwen stared at the bedroom wall and thought of nothing. She was staying in the Parker household's spare room. Aunt May had fixed a bed for her. It was the quietest Gwen had ever seen May.

What would happen to Gwen now? Was she going to England to be with her next of kin? Gwen couldn't leave Manhattan. What about Peter?

_Bzzt, bzzt. _Her phone. Gwen flung herself from the covers with an energy she'd entirely lacked a second ago.

"Peter?" Her voice sounded far more frantic than she'd expected. "What's going on? Why are you calling? I thought you were asleep upstairs."

There was a prolonged silence from Gwen's end.

* * *

Aunt May had been folding laundry – to keep her mind off of things, you know – when she jolted at the faint sound of screaming from the spare bedroom:

"_WHAT DO YOU MEAN,_ '_SIX ARMS?'_"

* * *

After an eternity of rushed apologies and unconvincing reassurances, Peter was finally able to hang up. He looked over at Sophia in the seat beside him. "Well, she took that about as well as could be expected."

For a moment, there was silence save for the whoosh of clouds rushing by the X-Jet's windows. The jet had been set to autopilot. Peter and Sophia were the only ones aboard – Yeah, the X-Men didn't have many qualms about the whole "child endangerment" thing.

Every last one of Peter's arms drooped. "I shouldn't have told her. She's going through so much already..." The truth was, as awful as this body horror was, it at least kept Peter's mind off of the- the recent tragedy. Gwen hadn't had that luxury.

"You're not where she thought you were. She's got the right to know that." Sophia had shorter hair, a headband, and a couple new piercings, but overall she looked the same as ever. Something about her seemed… lighter, though. Less weight on her shoulders. Reportedly, staying at the X-Mansion had been the best thing that ever happened to her.

Peter sighed. "You're right, Sophia. Gwen would probably get even more upset if she knew I put myself in even more danger behind her back."

"It's _Chat _when I'm in costume, Web-Head." Sophia giggled and held up the limp mask in her hand. Sophia wasn't an official X-Men, per se, but for the sake of this mission, she'd been given a standard issue costume, basically identical to the blue and gold one Jean Grey used to wear.

The actual X-Men had been too busy fighting the Brotherhood to be of assistance, but they'd at least let Spidey borrow the X-Jet for a round trip to the Florida Everglades. They'd owed him a favor after the Juggernaut ordeal. And, equally importantly, Jean had agreed to go around and wipe the memories of any officers or femme fatale felines who might be inclined to misuse their knowledge of Spider-Man's secret identity. Spidey hoped word hadn't spread too far yet. The NYPD had respected Spidey too much to go to the press, but there was always good old fashioned word of mouth to worry about.

But with any luck, that horrible, horrible chapter of Spider-Man's life was over, and he could focus on the more pressing matter at hand:

"_Urk!_"

His hands.

Four of Spidey's arms had suffered a sudden spasm.

"You okay?" Chat sprang out of her seat, almost as if she was expecting a giant spider-monster to appear.

"Let's just..." Spidey hugged himself, but then he winced. "...hurry up and find Connors." His hugs were tighter than he remembered them being. Exactly three times tighter, in fact.

"So..." Chat put on a goofy, reassuring smile, but the fear in her eyes betrayed her. "...you sure you want to get rid of those? Think of all the multitasking you could do."

Spider-Man smiled back beneath his mask. "Yeah, but my career as a swimsuit model will be ruined."

* * *

There was no easy way to do this. If the Connors had still been at the ESU lab, Spidey could've simply descended in through the skylight, but thanks to Dr. Warren, the Connors now worked in some dinky backwoods lab in the middle of nowhere. Tallahassee wasn't exactly known for its skyscrapers, so Spider-Man had been forced to hop across the rooftops with Chat in his arms (not that web-slinging was fun with an extra four limbs, anyways). Anywhere outside Manhattan felt like an alien planet to Spidey.

This new laboratory had windows so small, Ant-Man would struggle to squeeze through them. Spider-Man and Chat had been left with no choice. They had to bite the bullet and knock on the back door.

"Hello?" The door was answered by an older, wearier version of Martha Connors.

"Mrs. Connors," Spider-Man said hurriedly, "we need your help-"

"_Eeeeeee-!_" Honestly, Spidey had been bracing for the freak out.

"Quiet!" He made a "shush" gesture with three of his hands. It was lucky they were in Florida or else there might be actual people around to hear them. Of course, the X-Jet could turn invisible, so they didn't have to worry about anyone spotting it (though they did have to worry about Wonder Woman's lawyers).

"Mrs. Connors, I'm the real Spider-Man. I saved your husband from becoming the Lizard before. I've been mutated and I need to find him before I transform into a giant spider monster!"

Martha Connors stared at him for a minute. "Come inside."

Guess after her husband transformed into a giant lizard monster, she'd learned to roll with these things.

* * *

The next thing they knew, Spider-Man and Martha were seated at a desk at the back of the lab. This place was so cramped, it ought to have been the workplace of a high school chemistry class, not the country's top biogeneticist.

Billy was lurking at the other end of the lab. The kid had grown a bit in the months since Peter last saw him. Currently, when he wasn't gawking at Spider-Man's spare arms, Billy was being entertained by Chat translating for the residents of the Connors's fish tank.

"Obviously, we've been paranoid about the cleanser not being permanent," Martha was saying, "but we monitored Curt's DNA every day. We were sure he was fine… up until he vanished and monster sightings appeared all over the news." She ran a hand through her hair, which had considerably less red and more gray since the last time Peter saw it. "Every day, it drags off more innocent people, and all Billy and I can do is hear about it on the TV. We can't even give the authorities any leads. If they found out who the Lizard really is..."

Spider-Man placed a hand over hers – though in retrospect, the fact that it wasn't one of his original two might have unsettled her a bit. "We'll find him, Mrs. Connors. I promise."

"Thank you..." Martha wiped her eyes, then stood out of her seat. "Curt and I have been mass producing the gene cleanser. Better safe than sorry, right?"

"Yeah, I don't blame you," said Spider-Man. "I'd chug a bottle a day if I was Curt."

"And as much as I hate to say it, I think Dr. Warren was right," Martha continued. "The regular cleanser won't be enough to cure you. But if you find Curt-"

"-it should still work on him." Spider-Man nodded, then stood up himself. "You guys sit tight. Me and Chat will be back soon."

Martha gave a sad smile. "Thank you, P- err, Spider-Man."

* * *

Peter had NOT designed his costume with traversing a swamp in mind. The spandex was so thin, he may as well be naked. In fact, Peter had gotten so soaked from trekking through the mud and slime that it almost seemed like he was wearing nothing but a Spider-Man mask and a pair of boxers. Sheesh, Peter had googled pictures of girls in wet t-shirts who looked less scantily clad than he did right now.

By accident. He'd googled those pictures by accident.

"_Chaaaaat_. Tell the mosquitoes to leave me alone."

"I did. They're ignoring me. But they say your tainted spider-blood is especially delicious, if it's any consolation."

"It is, thanks. I feel way better now."

Naturally, the X-Men's uniforms were made of some fancy hydrophobic fabric, so Chat was dry as a bone. This resulted in her mood being somewhat lighter than Spidey's at the moment.

"Don't worry, we're almost there." Chat laughed, glancing up at the sky. "Every bird I've talked to has said the monster lives in the same place."

Spider-Man nodded. After that, the two of them trudged in silence for a while. Occasionally, Chat would have to stop and parle with some alligators to ensure our heroes could pass by in peace. It turned out alligators were pretty chill dudes. Not scary at all.

"So, uh..." Spidey couldn't help himself. After only a few minutes, he broke the silence. "How's Emma Frost doing?"

"A lot better, actually," said Chat as they continued to trudge through the marsh. "She's reformed – or at least she _says_ she has – and she's joining the X-Men as soon as she's out of Coral Moon. Probably better for her to be somewhere Professor X can keep an eye on her, y'know?"

"Right, right." That would've been Spider-Man's reply no matter what she'd said. "So, err, if you don't mind me asking, were you and Emma ever…?"

Chat gave him a knowing smirk. "Ever _what?_" Her voice dripped with innocence.

Boy, the humidity in this place was crazy. Spidey was sweating up a storm. "You know! Were the two of you ever-? I mean, are you still-? That is to say, Chat, err, are you into-?"

"Hey, look, we're here!"

_Oh thank god._ The dynamic duo immediately turned their attention to the building poking out from behind some trees. It looked even more run down that the Connors' new lab. Spider-Man had never been so happy to see a serial killer hideout in his life.

"Wait, that doesn't add up." Chat drew closer to the building, placing a hand against its decayed wood. "Why would the Lizard be hiding in a building? Wouldn't he prefer the warm swamp water?"

"Yeah. Unless-" Spider-Man peeked inside a window. "-he's changed back. _Connors!_"

Spidey dashed inside, followed closely by his new sidekick. Sure enough, there was the unmistakable form of a scientist with exactly five less arms than Spider-Man. Connors spun around, crying out at their arrival. The poor guy looked even gaunter and wearier than he'd been when Dr. Warren first banished him to Florida. Like his wife, his hair lacked color, and judging by the bags under his eyes and vials of chemicals he'd been hunched over, it was safe to say Dr. Connors had been hard at work on a project of some sort.

"What-? No! Get out of here!" Dr. Connors wasn't as happy to see them as Spidey had hoped. "It's not safe! It's- Wait, your arms-!"

"Long story," said Spider-Man. "Don't worry, doc, we brought you some gene cleanser. You don't have to worry about turning back into the Lizard."

"I'm not talking about the Lizard!" Connors used his only pointer finger to direct Spidey's and Chat's attention to the ceiling. This old shack looked like it might fall apart any second now, but apparently its rafters were sturdy enough to hold the weight of a giant, upside-down mutant bat.

"_Fresh blood_." It may have taken Spidey and Chat a second to spot him, but apparently Morbius had spotted _them_ from the moment they stepped foot in here.

"Oh yeah," Spider-Man said faintly. "That guy."

* * *

Twelve hours ago, Sophia had been in her dorm in the X-Mansion, playing her PS4 and carrying on a conversation with a bird on the windowsill. Now, she was in a rundown old building on the far end of the coast, cowering next to Dr. Connors and hoping the giant bat monster paid more attention to the six-armed superhero than to her.

Through her mutant powers, Chat could hear the creature's voice in her head. She'd never spoken with a bat before, but Chat was pretty sure it was thinking, _Hungry! Hungry! Feed on it!_ It was hard to say for sure, though. The vampire-looking thing – Morbius, Peter had called him – still had a lot of human thoughts swirling around in his head, and those were nigh impossible for Chat's powers to translate. It was like the difference between solving elementary algebra and solving advanced trigonometry.

"H-Hey, Morbius." Spider-Man took a step back, his various arms wiggling with fear. "Here, eat a Snickers. You turn into a living vampire when you're hungry-" He reached into his utility belt, but instead of a disgusting caramel chocolate bar, he pulled out a vial of yellow liquid.

The sight of it sent Morbius into a hissing fit. _Danger danger death kill him don't let him hurt you hungry HUNGRY BLOOD!_

Chat impulsively clutched her temples. "Knock it off, Web-Head! You're only upsetting him more!"

"Have you forgotten?" Morbius spat. "My mutation is the only thing keeping my blood disease from killing me!" The word "blood" sent the animal part of his brain into a frenzy. _Hungry! Hungry!_

"Okay, okay, I'm sorry." Spidey tucked the cleanser away again. "So, uh, we cool-?"

Before he could finish the question, Morbius pounced. In the blink of an eye, Spider-Man sprang onto the ceiling, causing Morbius to instead dive into a rack of particularly fragile lab equipment. Morbius hardly had time to hiss in displeasure before Spider-Man dropped down on him, swinging all six of his fists.

Meanwhile, on the side of the room without the giant monsters fighting each other, Chat and Dr. Connors had backed up against a wall. This was a tricky situation for Chat. She'd really been expecting to deal with the Lizard, not Toothy here. From what Chat had gathered, the Lizard had a fully animal brain, so talking to it probably wouldn't be that different from talking with a crocodile or, y'know, any normal-sized lizard. Reptiles were usually pretty reasonable if you talked things out with them.

But Morbius here? He was only half animal, and the mixture of human and animal thoughts gave Chat a major headache, which, ultimately, meant that she was cowering in the corner right now while Spider-Man did all the actual fighting.

Chat huddled next to Dr. Connors as they watched Spider-Man swing a table into Morbius's face, smashing countless breakers in the process.

"At this rate, they're going to destroy all my research!" Connors could do nothing but watch as Morbius's oversized wing-arm knocked over a computer monitor.

Chat gave him a look. "Research?"

"Morbius kidnapped me," Connors said hurriedly. "He's been forcing me to work nonstop on a cure, and the longer it takes me to finish it, the more innocent people die to sate his hunger."

"I don't suppose it's too much to hope you were just finishing up when we came in?"

Connors shook his head. "Your timing could've been better. I have several different formulas, but I don't know which one will work, if any. Right now, they're incubating in mice." He gestured to a group of mouse enclosures lined up against the back wall. Luckily, none of the mice had been squished yet during the spider-vampire smack-down.

Chat's face soured. She wasn't the biggest proponent of animal testing. "How will you know if they work?"

"The mice would grow bat-wings." Connors ducked as another beaker sailed over his head. "But the process will take several more days. The effect on their neurology will have manifested already, but with this cheap equipment Morbius saddled me with, I have no way of detecting that."

"Hmm..." Unfortunately, Chat didn't have as much time to ponder this as she'd like.

An earsplitting shriek echoed around the lab.

"Peter?" Chat's head snapped towards him. She hadn't meant to blurt out his secret ID, but luckily it'd been drowned out by the noise.

Slowly, Spider-Man's head turned towards her. Was it Chat's imagination, or were his six arms a bit hairier than before?

_Must… get to safety. Spin web. Catch flies_.

Chat clutched her temple. Oh no. The voices of nearby spiders usually weren't this loud inside her head. That could only mean one thing…

"_Reeeeeeeearg!_" Spider-Man's costume was ripped into even smaller shreds. Or maybe it'd be more correct to say it was _Man-Spider's _costume. The sight of the big, black creature's drooling pincers nearly made Chat lose her lunch. Why couldn't Peter have been bitten by a genetically-altered bunny rabbit?

Chat brought a hand to her mouth. She'd thought they'd have more time than this. The stress of the battle must've gotten Peter's heart pumping… Must've accelerated things...

"We have to act quickly!" Dr. Connors sprinted towards the mice cages. "Whichever serum cures Morbius should cure Spider-Man, too. We'll have to pick one at random-"

"Going somewhere, doctor?" The ground shook as Morbius planted himself between Connors and the mice. "If I kill you, I'll never be cured, but..."

The bat part of his brain had different priorities. _Blood! Need blood!_

"Morbius! Think about what you're-" It was too late. Morbius's fangs had already sunken deep into Connors's neck. The human vampire bat drank long and deep before finally releasing Connors, raining crimson flecks down on the tile floor.

"No… This can't be happening." A chill had gone over Dr. Connors's entire body.

"Connors?" Chat swallowed. The way the Man-Spider was staring hungrily at her wasn't helping Chat's nerves. She swore she could still see some remnant of Peter in Man-Spider's eyes. All eight of them.

"M-Morbius's venom has mutagentic properties," Connors stammered out.

Chat gave a start. Was it like the spider that bit Peter?

"It has no effect on most people, but if someone has non-human DNA lying dormant inside them..." Dr. Connors couldn't finish that thought. He was too busy howling in agony as the stub that was once his arm twisted and stretched. There was an earsplitting howl, and the next thing Chat knew, she was staring down a massive, green lizard in a tattered lab coat.

When Sophia was a kid, she and her sister had watched tons of old scary movies. Sophia had always thought Nosferatu was stupid and boring, but the velociraptors from Jurrasic Park? She still had nightmares.

The Lizard took a tentative step towards Chat, green slime dribbling from its mouth.

Chat thought fast, then pointed to Morbius. _The bat tastes better __than me__!_

The Lizard paused… then spun towards Morbius and pounced. See? Like Chat had said. Reptiles were perfectly reasonable creatures.

There was a sickening crunch sound, but Chat didn't let herself dwell on it. She seized the opportunity to sprint for the mouse cages.

"_Hrrrrrrgh_." Her path was blocked by a giant-sized spider-thing. Chat screamed her head off, but she was at least collected enough to slide between the creature's massive, hairy legs. The Man-Spider pounced, but Chat managed to avoid its pincers in the nick of time.

She leaned over the mouse cages. There were four of them, and above three rested beakers of gene cleanser. More than enough for two people. Okay, okay, Chat had to think fast. Which of these would be the cure? Ugh, why hadn't she paid more attention in Beast's chemistry class?

_More meat… _Across the lab, the Lizard drew away from Morbius's carcass. He'd eaten his fill, and apparently, from the thoughts Chat was picking up, he was having spider for desert.

_Kill the spider!_

_Kill the lizard!_

This didn't bode well. Now the Lizard and Man-Spider were having an all-out brawl in the middle of the lab. It was like something out of a black-and-white monster movie. But there was no time to focus on that. Which of these cleanser would work?

Suddenly, Chat remembered something Dr. Connors had said, and she listened intently to each of the mice in the cages.

_Bright lights…_

_I'm hungry. Is it feeding time yet?_

_Pretty… colors…_

_Whee! Running on this wheel is fuuuun!_

Okay, so two of the mice seemed sick and the other two seemed healthy. But which…? Chat slapped herself. Duh! One of those mice was the control group, which didn't even have a beaker above it. So that'd narrowed it down to one...

_HEY! BOTH OF YOU!_

The Lizard and Man-Spider both froze. Their heads turned in unison to the source of the telepathic shout.

_Trust me, you don't want to eat each other_, Chat told them. _This giant bat here tastes way better…_ She ran over to Morbius's remains, trying her best to keep her eyes from lingering on the red pool it rested in. _...especially when it's covered in this delicious sauce._ She poured the gene cleanser all over it.

The two monsters pondered this for a moment. Then, still in unison, they made their way towards Morbius's corpse to eat it. Well, that or they were planning to eat Chat now that she'd drawn attention to herself. One or the other.

* * *

Martha Connors was tucking Billy into bed when there was a knock on her door. Normally, she wasn't so eager for visitors, but she'd been waiting anxiously all night for this. Martha sprinted downstairs, flung open the door… and then cried out in delight as she hugged her husband.

He was half-dead and wearing nothing but a tattered lab coat, but he was there. Standing beside him was a girl wearing the costume of the X-Men, and besides her was a boy wearing just enough shredded pieces of a Spider-Man costume to cover his eyes and preserve his dignity. Nearly his entire torso was exposed, though, thanks to the empty patches of skin where extra arms had been located earlier today. Oh, but Peter's preexisting spider-powers had luckily remained intact, in case you were worried about that.

The only person missing was Morbius who, regrettably, had been far beyond saving by the time Peter and Connors changed back into human. They'd opted to simply leave his body behind. They'd all been way too tired to burn it, and it'd probably decay by the time anyone found that shack. Besides, Morbius's family would probably be better off thinking he simply disappeared forever. Less disturbing that way.

Martha met Spider-Man's eyes behind his cracked lenses. "Thank you…" She could barely speak through the tears. "Thank you for everything… everything you've done for us... Peter."

Peter flinched at the sound of his own name, but then he smiled and nodded slowly. "No problem." He turned to his partner in crime- or, err, heroism. "C'mon, Chat. We need to get home."

Chat smirked at him. "I hope you remember where we parked our invisible jet."

As it turned out, the Lizard and Man-Spider had indeed believed Chat. It wasn't that Chat's powers could outright brainwash animals, but sometimes the novelty of having a telepathic voice inside their head lead to animals being more than a little trusting of her.

Chat was thankful every day that her X-Gene hadn't given her mind control powers. She could've ended up like Emma Frost. _Yuck..._

* * *

Emma Frost wished every day that her X-Gene hadn't given her mind control powers. She could've ended up like Chat. _Sigh…_

Emma gave her Inhibitor Collar a tug, as if maybe _this_ time it'd come off despite hundreds of past failures. The truth was, even though she swore she'd never brainwash hapless victims ever again, Emma wished she could at least still hear their thoughts. The inside of her head was so quiet nowadays. It was the loneliest Emma had ever been.

Well, okay, she had a cellmate, but they didn't exactly get along.

"It's… It's my fault." Currently, Felicia was at the far end of their cell, hugging herself and muttering audibly. "Dad… It's my fault… If I hadn't..."

Emma gave her a sympathetic smile. "I'm sorry about your father, Felicia. I wish there was something I could do to make you feel better." The smile transformed into a smirk. "You know, if you ever want a prison wife-"

She was cut off by an indignant hiss.

"Kidding, kidding!" Emma drew back, throwing out her hands innocently.

Felicia's attention quickly returned to her own thoughts. "I should've known those officers would side with Spider-Man. The kid does their job for them. Why didn't I go to the press? That Daily Bugle guy _hates_ Spider-Man. If I'd gone to him, the whole world would know by now that Spider-Man is- is-"

Her eyes went wide. "I don't remember. I don't remember his real name." The next second, Felicia was holding Emma by the collar of her orange prison jumpsuit. "_What'd you do to me?_"

"Don't look at me, hon." Emma's composure remained diamond-like. "Trust me, if my powers were working, the guards would've let me out by now."

But if Emma hadn't erased Felicia's memories… Her eyes wandered to the cell window. For a moment, Emma caught a glimpse of a red-haired girl speed-walking down Coral Moon's hallway.

And to think Jean had given Emma all those lectures about the sanctity of other people's minds. Figured.

* * *

The sun had not yet risen by the time Peter crept in through the bedroom window – though the ordeal with Black Cat would forever put him in the habit of checking for voyeurs first. By the time his soft, warm bed was in sight, Peter could hardly think straight. But he couldn't plop into bed quite yet.

There was a girl waiting for him at the window.

Neither Peter nor Gwen spoke a word, both because they didn't want to wake Aunt May and because, well, there was nothing to say, really. As boyfriend and girlfriend nodded off together beneath the blankets, Peter's shoulder wet with tears, he almost found himself wishing that he'd kept the extra arms, if only so he could hug Gwen even tighter.

* * *

A voice echoed down the corridors beneath the abandoned police station.

"Of course, Mr. Osborn," it said. "I'm eager to begin. This is an incredible opportunity that's fallen onto our laps." There was a pause. "That's right, sir, _six_ arms. But don't worry, Mr. Osborn. Given the level of mutation, I was able to procure shockingly intact DNA samples and brain mapping. It's an incredible stroke of fortune that the boy approached me as promptly as he did."

There was another, longer pause.

"I understand, sir," said the voice. "May I presume, then, that I've been given the green light on Project Spider-Men?"

* * *

**_Author's Note: _And so, as one saga ends, another rears its head! Hopefully one that won't overstay its welcome, am I right, Marvelites?**

**_Next chapter:_ Who is Walter Hardy's mysterious killer? Will Spider-Man and Black Cat be able to put aside their differences to stop him? And how does the Man Without Fear factor into all this? Stay tuned to find out! Excelsior!**


End file.
